Revised June 2000
ARTICLE 1 – NAME
The name of the Club shall be the Ben Franklin Swim Club.
ARTICLE 2 – OBJECT
The purpose for which this Club is formed is to promote the health and general welfare of its members and in pursuance thereof to construct, own, and operate a swimming pool and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in the County of Mercer and State of New Jersey for the exclusive use of members, their families and friends.
ARTICLE 3 – GOVERNMENT
Section I – The business, property, and affairs of this non-profit Corporation shall be managed by a Board of Trustees composed of nine (9) persons who shall be members of this Corporation. Each trustee shall hold office to the term for which he is elected and until his successor is elected and qualified.
Section II – At the first annual meeting of the membership in 1965, the members of the Board of Trustees shall be divided into three classes, of three members each. The members of the first class shall hold office for a term of one year; the members of the second class shall hold office for a term of two years; the members of the third class shall hold office for a term of three years. At all annual elections thereafter, three Trustees shall be elected by the members for a term of three years to succeed the three Trustees whose term expires. A trustee can be elected to a maximum of two complete, successive terms.
Section III – If a vacancy occurs on the Board of Trustees, the vacancy shall be filled by a majority vote of the remaining Trustees. Each person so elected to fill a vacancy shall stay on the Board for the remainder of the term of the trustee whose position became vacant, subject to confirmation by the membership at the annual meeting according to Article 12, Section 3.
Section IV – Any member of the Board of Trustees who shall cease to hold active membership in the Club automatically shall cease to be a member of the Board of Trustees.
Section V – This Corporation shall operate on a fiscal year basis beginning January 1 of each year.
ARTICLE 4 – DUTIES AND POWERS OF THE BOARD OF TRUSTEES
Section I – Consistent with these By-laws, the Board of Trustees shall:
a. Transact all Club business and make and amend rules for the regulation of the use of Club property.
b. Appoint and remove such officers, clerks, agents, servants, or employees as it may deem necessary and fix their duties and compensation.
c. Elect new members.
d. Fine, impose and remit penalties for violations of these By-laws and rules of the Club.
e. Elect by a majority vote from the Board such officers of the Club as these By-laws direct.
f. Constitute and appoint committees and define the powers and duties of the same.
Section II – Each family membership may have only one representative on the Board of Trustees.
Section III – Any officer or employee may be removed by the Board of Trustees by a majority vote whenever, in the judgement of the Board, the best interest of the Corporation will be served thereby.
Section IV – Any Trustee may be removed, if good cause is shown, either by a two-thirds (2/3) vote of all remaining Trustees or by a two-thirds (2/3) vote of the members present at a special meeting called pursuant to these By-laws.
Section V – The President, the first Vice-President, the Secretary and the Treasurer shall constitute an Executive Committee who, to the extent authorized by resolution of the Board of Trustees, shall exercise the authority of the Board of Trustees in the management of the Corporation between meetings of the Board.
Section VI- Members of the Board will serve in the following capacities as voted by the membership: Building and Grounds, Social, Membership, Personnel and others as deemed necessary.
Section VII – All Trustees and elected officers shall be compensated with a 50% reduction of annual dues, to be deducted the year after the individual has served an entire year as a board member in good standing.
Section VIII – The Board of Trustees shall cause the books of the Club to be audited annually by auditors selected by the Trustees, who shall be neither Trustees nor officers of the Club, and the report of the auditors shall be available to the members within thirty (30) days after the audit. A year-end financial statement shall be mailed to the members.
Section IX – Board Meetings
a. The Board of Trustees shall meet at least once a month during January, February, March, April, May, June, July, September and October and at such other times as it may deem necessary.
b. Five (5) members of the Board shall constitute a quorum.
c. Special meetings may be called by the President with the consent of a majority of the Executive Committee of the Board.
d. Meetings may be cancelled by the President with the consent of the majority of the Executive Committee.
Section X – An employee of the Club shall not also be a member of the Board of Trustees.
ARTICLE 5 – OFFICERS
Section I – Officers of the Club
a. The officers of this Club shall be a President, first Vice-President, second Vice- President, Secretary, Treasurer and if deemed necessary by the Board of Trustees, an Assistant Secretary and an Assistant Treasurer. The Assistant Secretary and the Assistant Treasurer shall be appointed by the Board of Trustees at its pleasure.
b. Members of the Board of Trustees, whose replacements are elected at the annual meeting of the Club, shall hold office until the end of the first meeting of the Board of Trustees following the annual meeting. Incoming officers elected at the annual meeting will be invited to attend any meeting of the Board following the annual meeting.
Section II- The President shall preside at the meetings of the Club and of the Board of Trustees. He or she shall be the administrator of the Club. He shall appoint, subject to confirmation of the Board of Trustees, all standing committees except as otherwise specified in these By-laws, designating the chairman thereof, and all special committees as may be directed. He shall be, ex-officio, a member of all committees.
Section III – The first Vice-president, in the absence or disability of the President, shall act in his stead. He shall be, ex-officio, a member of all committees.
Section IV – The Secretary shall be responsible for preserving in books of the Corporation true minutes of the proceedings of all meetings of the Board of Trustees and of the members. He shall give all notices required by statute, by-law or resolution. He shall perform such other duties as may be delegated to him by the Board of Trustees or by the Executive Committee.
Section V – The Treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the Corporation, full and accurate accounts of all receipts and disbursements; he shall deposit all monies, securities and other valuable effects, in the name of the Corporation, in such depositories as may be designated for that purpose by the Board of Trustees. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Board of Trustees at the regular meeting of the Board, and whenever requested by them, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board, he shall deliver to the President of the Corporation, and shall keep in force, a bond in form amount and with surety of sureties satisfactory to the Board, conditioned for faithful performance of the duties of his office, and for restoration to the Corporation in case of his death, resignation, retirement or removal from office, all books, papers, vouchers, money and property of whatever kind in his possession under his control belonging to the Corporation.
Section VI – The Assistant Secretary and the Assistant Treasurer shall perform such duties as may be assigned them by the Secretary or Treasurer, respectively, or by the Board of Trustees.
ARTICLE 6 – MEMBERS
Section I – Membership in this Club shall consist of family units within which there shall be the following classes of members.
a. Regular voting
Section II – Regular voting membership.
a. There shall be two classes of regular voting membership, families and reduced membership.
1. Family membership – shall consist of parents and unmarried children living in the same household, those visiting under shared-custody arrangements, and foster children. The Board reserves the right to require proof of residence.
2. Reduced membership – for single adult individuals (18 years of age or over at the beginning of the swim season) or families consisting of two persons. The Board reserves the right to require proof of residence.
b. Each membership shall have a single vote.
1. All members of a family, including unmarried children, shall represent one unit and shall be entitled to one vote.
2. Each reduced membership unit shall be entitled to one vote.
Section III – Special, non-voting membership. Any person who resides in the household of a regular member may be considered a special member. A special member shall be approved by the Board of Trustees. Requests for a special membership shall be made by letter to Membership, each year, providing proof of residency. A yearly fee may be charged for each special member.
Section IV – Membership
a. The Board of Trustees at their first meeting after the annual meeting, shall appoint one (1) member of the Board to be chairman of membership. The chairman’s duties shall be to keep a membership book containing the names and addresses of all members and of the Trustees of the Corporation, and any other duties assigned by the Board.
b. All applications for admission into the Club shall be placed on a sequential waiting list. The name on the top of the list will receive first priority for membership, except as provided for in Article 10, Section IX. Ben Franklin Swim Club does not discriminate by virtue of race, gender, age, national origin, or in any other way.
c. Applications for membership will be considered in the following order:
1) “Tendered Members Waiting List”. See Article 10, Section IX.
2) “First Refusal Waiting List”
3) “New Membership Waiting List”. The name on the top of each list will receive priority. Those who refuse an offer of membership will be placed in the next vacant position on the “First Refusal Waiting List.” In the event of a second refusal, the application will be removed from the list and the individual or family must reapply.
d. Membership may be refused by majority vote of the Board of Trustees when a reasonable basis exists to determine that an applicant poses a threat to the health or safety of the membership or will not abide by the adopted rules & regulations. An applicant so denied has a right to a written notification of the basis of denial and an informal hearing before the Board of Trustees.
Section V – Any member of the Club may withdraw at any time subject to the provisions of Article 10. There may be a partial refund of the current year’s dues at the discretion of the Board.
Section VI – Disciplinary Action
a. Any member of the Club may, for cause and after having been given an opportunity for a hearing, be suspended for a period determined by the Board, by a majority of the Board of Trustees present at any meeting thereof, or expelled by a two-thirds vote of the entire Board. Cause for suspension or expulsion shall, in general, consist of, but not be limited to, violation of these By-laws or of the rules of the Club, or of unbecoming conduct.
b. The Board of Trustees may delegate to the chairman of Building and Grounds or to a responsible employee of the Club, the power to suspend pool privileges for the violation of Club rules and regulations provided such suspension does not exceed seven (7) days. A written report of such suspension, containing reasons therefore, shall be submitted to the President within 24 hours.
Section VII- Access
a. All members of the Club shall be accorded the facilities of the pool subject to the Club rules and regulations which shall be posted at all times in prominent places.
b. An identification card or other means of identification shall be issued to every member after payment of dues, at the beginning of the season.
c. The Board of Trustees, for the good of the Club, may extend all privileges of the Club to any person or persons.
d. The Board of Trustees shall, by rule, fix the terms and conditions upon which guests of members may use the facilities of the Club.
e. Any property of the Club broken or damaged by any member, or his guest, shall be promptly paid for by such member.
f. The Club assumes no responsibility for the loss of or damage to the property of any member or guest.
g. The Club assumes no responsibility for any accident or injury to any person or his property.
h. The Club shall carry adequate casualty and liability insurance as may be deemed proper by the Trustees.
Section VIII – The Club shall not exceed 250 memberships.
ARTICLE 7 – EXECUTION OF INSTRUMENTS
Section I – All checks, drafts and orders for payment of money shall be signed in the name of the Corporation and shall be countersigned by such officers or agents as the Board of Trustees shall designate for that purpose.
Section II – When the execution of any contract, conveyance, or other instrument has been authorized without specification of the executing officers, the President, Vice-president, Treasurer and Secretary may execute any contract, conveyance or other instrument in the name and behalf of this Corporation. The Board of Trustees shall have power to designate the officer and agents who shall have the authority to execute any instruments or contracts on behalf of this Corporation.
Section III – The Board of Trustees shall have the authority to approve a bank or banks or trust company in which the cash funds of the Corporation shall be deposited.
ARTICLE 8 – POWER OF THE BOARD TO BORROW MONEY
The Board of Trustees shall have full power to borrow money not in excess of seventy-five thousand dollars ($75,000) whenever at the discretion of the Board the exercise of said power is required in the general interest of this Corporation. This borrowing power shall be in addition to and not limited by the provisions of Article 10, governing the issuing of membership certificate by the Corporation.
ARTICLE 9 – DUES, DEBTS AND ASSESSMENTS
Section I – Dues
a. The Board of Trustees shall have the power to establish annual dues, special assessments, and the non-refundable application fees for each class of membership. The Board shall also have the authority to establish fees and other charges for non- members, guests, and other persons who may use the facilities of the Corporation
b. Full annual dues shall be due and payable by March 15 of each year. Dues paid after April 15 of each year shall be subject to a late fee. Waiver of the late fee may be granted by the President upon written request submitted prior to March 15. Any member who has not paid his dues by May 15 shall be excluded from use of the pool facilities.
c. No dues or part thereof shall be refunded in the event that pool operations are required to be suspended for any reason for any period.
Section II – The Board may, through majority vote, propose a special assessment payable by all members for capital improvements or other extraordinary expenses. No special assessments for capital improvements shall be levied against the members of this Corporation until such assessment shall have been submitted to and approved by a majority of the entire membership present at the annual meeting of the Corporation with due notice thereof. (See Article 11, Section II, and Section III, subsection c.)
Section III – The annual dues shall be fixed by a 2/3 vote of the complete Board of Trustees.
Section IV – All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State, and other government bodies and agencies.
Section V – Any member intending to tender his membership shall be required to notify, in writing, the membership chairperson prior to March 1 of any given year. If a member requests to tender his membership after March 1, he may remain liable for that year’s dues and shall be subject to late penalties as set forth by the Board. (see Article 10, Section VI and Article 6, Section V.)
Section VI – Indebtedness
a. Any member failing to pay any indebtedness within thirty (30) days following the date on which a statement for his indebtedness shall have been rendered to him by the Treasurer, shall be notified that, if such indebtedness shall not be paid within fifteen (15)days after sending of such notice, the delinquency will be brought to the attention of the Board of Trustees which may rule that the delinquent has resigned his membership.
b. The Board of Trustees, at its discretion (subject to the membership limitation set forth in Article 6, Section VIII), may reinstate any member upon request and repayment of all indebtedness to the Club.
c. If a member has indicated, in writing, intention to tender his membership certificate or if a forced tender situation exists, the Treasurer, Secretary, or legal representative of the Club shall send a written notice to the member requesting the actual tender of the certificate. Such notice shall be sent by regular mail to the last known address of the member. In the event that the member fails to return the certificate or execute an affidavit of lost certificate within 15 days after the mailing of the initial notice, then a second notice shall be sent by certified mail, return receipt requested. In the event that the member thereafter fails to return the certificate or affidavit within 30 days of the second notice, then all sums represented by the certificate shall be deemed forfeited.
ARTICLE 10 – MEMBERSHIP CERTIFICATE
Section I – The Corporation will be financed by the issuance of a maximum of 250 non-interest bearing certificates. The value of such membership certificates may be set by the Board of Trustees for the purpose of valuing the equity which each membership certificate holder has in the Corporation. The said stated value may, from time to time, be changed by a 2/3 vote of the entire Board of Trustees, and either increased or decreased, but in no case shall such stated value be set lower than $325.
Section II – The Club will not assume any obligation to redeem any membership certificate tendered by a member. At the Club’s option, it may re-purchase a tendered certificate for resale to a family on the waiting list, for later resale, or for retirement, at the discretion of the Trustees. Any person desiring to sell his membership certificate shall first tender it to the Club for redemption at no more than the current stated value. Should the Club decline to purchase said membership certificate within thirty (30) days, the holder thereof may then transfer said certificate to some buyer of his selection provided, however, that in any event the party to whom the certificate is to be transferred must be approved by the membership chairman.
Section III – Mere ownership of a membership certificate shall not entitle a certificate holder to membership in the Corporation, and all memberships are subject to the requirements as set forth in the certificate of Incorporation and other applicable parts of these By-laws. The holding of membership certificate is not a condition precedent to membership in the Corporation.
Section IV – Membership certificates repurchased by the Club shall be paid for within fifteen (15) days after the exercise of its option. In the instance in which the Club does exercise its option, membership certificates must be repurchased and paid for in the chronological order in which they are tendered to the Club. In all cases where memberships are tendered, such tenders will be treated equally without favoritism or partiality.
Section V – In the event of the dissolution of the Club in any manner for any cause, and in no other event, upon the effective date of dissolution of the Club, membership certificates shall be lien upon the proceeds of the sale of the property of the Club, after the payment of all its debts and obligations to the extent of the value of membership certificates as fixed by these By-laws, subject to set-off of all debts, dues, and obligation owed by the holder of the membership certificate. After payment of all membership certificates, outstanding upon the effective date of dissolution of the Club, the surplus remaining shall be paid and distributed pro rata among the then membership of the Club.
Section VI – Upon cessation of membership for any cause, all indebtedness owing to the Club by him shall be a lien upon and charged against his membership certificate, and the membership certificate may be taken over by the Club to satisfy such indebtedness. In the event of the Club’s being unable to obtain possession of the membership certificate, it may be cancelled on the books of the Club, and a new membership certificate issued in place thereof, to a newly elected member on payment by him to the Club of the then value of a membership certificate as fixed by these By-laws. In case of the enforcement of a lien, as above herein provided, neither the signature of the holder nor the delivery of the membership certificate shall be requisite to perfect the transfer to the Club, or to a new possessor. The Treasurer of the Club is hereby authorized as the attorney of the holder of such membership certificate, to make such a transfer. Every membership certificate issued is expressly subject to the provisions of this section.
Section VII – Members shall be responsible for the payment of all charges or liabilities 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 imposed upon or incurred by guests introduced by them.
Section VIII – All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State, and other governmental bodies and agencies.
Section IX – Any member who tenders his certificate, upon written request, may be placed at the top of the Tendered Members Waiting List, without payment of an application fee, for a period of two (2) years after the date of the Club’s receipt of the tender letter. (See Article 6, Section IV, subsection c.) It is the individual’s responsibility to contact the Membership Chairperson if they wish to rejoin the Club. Notification must be given by March 1 of the calendar year in which the member wishes to rejoin. If notification is not received within 2 years of tendering, the former member’s name shall automatically be deleted from the list.
ARTICLE 11 – MEETINGS
Section I – Annual Meeting
a. The annual meeting of the Club shall be held during the month of October in each year, at such a place and time as the Board of Trustees may determine.
b. The annual meeting shall be for the purposes of electing Trustees, presenting committee reports, and transacting such other business as may be indicated in the notice or may be brought before it.
Section II – Special meetings of the Club may be called by the Board of Trustees. Also, upon the written request of fifty (50) memberships to the Secretary stating the purpose therefore, a special meeting shall be called by the Secretary within thirty (30) days.
Section III – Meetings of the Club
a. Notice of the annual meeting shall be given by mail to the members at least fifteen (15) days prior thereto. This notice shall include the names of the candidates nominated.
b. Independent nominations may be made as provided by Article 12, Section II.
c. Special meetings of the Club may be held five (5) days or more after the notice has been mailed to all memberships. This notice shall state the purpose for which the special meeting is called, and no other business shall be transacted thereat.
Section IV – Only regular voting members shall be entitled to vote at meetings of the Club. Each regular voting membership shall be entitled to one vote only. Any membership may be represented by proxy if unable to attend in person. Voting may be viva voca but twenty (20) of those members present shall have the right to demand voting by roll call
Section V – Ten percent of the regular voting members, in person or by proxy, shall constitute a quorum at the annual meeting.
Section VI – Whenever notice to members is required, the mailing of such notice to the last known address of the members shall constitute notice.
ARTICLE 12 – NOMINATIONS, CONFIRMATION & ELECTIONS OF THE BOARD OF TRUSTEES
Section I – Nominations
a. A nominee for the Board shall be a regular voting member in good standing.
b. The Board shall report the slate of nominees to the Secretary on or before September 15.
Section II – Independent nominations of candidates for election at the annual meeting shall be made by letter, signed by twenty-five (25) members and with consent of nominee and delivered to the Secretary by September 10.
Section III – Nominations may be made from the floor at the annual meeting to fill vacancies. A Board member who has been appointed to fill a vacancy during the course of the year, shall be confirmed at the annual meeting by a majority vote of those present.
Section IV – Members of the Board of Trustees shall be elected by a simple majority of the regular voting membership of those present or represented by proxy at the annual meeting.
ARTICLE 13 – MISCELLANEOUS
Section I – Indemnification
a. Each person who acts as a trustee or officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceedings in which he is made party by reason of his being or having been made a trustee or officer of the Club, except in those matters in which the Ben Franklin Swim Club shall bring action against the trustee or officer.
b. The right of indemnification provided herein shall insure to each trustee and officer referred to in (a), whether or not he is such a trustee or officer at the time such costs of expenses are incurred or imposed, and in the event of his death shall extend to his legal representatives.
Section II – Any question as to the meaning or proper interpretation of any of the provisions of these By-laws shall be determined by the Board of Trustees.
Section III – These By-laws may be amended by a two-thirds (2/3) vote of the regular voting members present in person or represented by proxy, at any meeting of the Club. Notice of this meeting and a copy of the revised By-laws shall be mailed to each member no less than 14 days prior to the meeting.
Section IV – All meetings of the membership shall be conducted in accordance with Roberts Rules of Order, Revised.