BY-LAWS
NORTHWOOD SWIM CLUB
ARTICLE I - NAME
1. The name of the corporation is Northwood Swim Club.
ARTICLE II - OFFICES
1. The principal offices shall be at P.O. Box 95, 16700 F Drive North, Marshall,
Michigan. The corporation may also have offices at such places as the Board of
Directors may from time to time appoint, or the business of the Corporation may
require.
ARTICLE III - CORPORATE SEAL
1. The Corporate seal shall have inscribed thereon the name of the Corporation, and the
words “Seal” or “Corporate Seal”. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE IV – MEMBERSHIP
AND PERSONS ENTITLED TO USE CORPORATE FACILITIES
1. Membership shall be limited to 80 members. There shall be one class of members.
No one shall be admitted to membership without the approval of the Board of
Directors. No more than four new memberships may be added in any one year.
2. Members and their dependants who permanently reside with the member shall
have the right to use the facilities of the Corporation.
3. Upon approval by the Board of Directors non-dependant children of members shall
have the right to use the facilities of the Corporation based upon payment of an
amount established by the Board of Directors.
4. The term “dependant” shall be construed to mean any person who qualified for a
U.S. Income Tax deduction for the member under the provisions of the U.S.
Internal Revenue laws or regulations as now in force or as here modified. The
term “member” as used in these By-Laws shall be construed to mean husband and
wife or either of them.
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5. The Board of Directors may from time to time make provisions governing the use
of the facilities of the Corporation by guests and may establish charges therefore.
6. The membership shall entitle the member to a Certificate of Membership, entitling
the member to the rights and privileges of membership as provided herein.
7. Husband and wife shall hold Corporation membership as tenants by the entireties,
and shall constitute one member. In the event of a divorce of a husband and wife
who hold a membership, their Certificate of Membership shall be cancelled and
become null and void, except however, that if one spouse assigns his or her
interest therein to the other in writing, then, and in the event, the Board of
Directors, upon receipt of notice of divorce and of such assignment shall forthwith
issue a substitute Certificate of Membership to the assignee, without cost. Notice
of the divorce and assignment of membership must be given on or before one year
following the decree of divorce, and in the event no such notice and assignment is
presented to the Board of Directors within one year, the membership shall be
terminated and the membership shall be transferred at the discretion of the Board
of Directors.
ARTICLE V – TRANSFER OF MEMBERSHIP
1. Membership in the Corporation my be transferred only in the following manner:
A. To any child of a member or to any who would, except for the provisions of
support, qualify as a “dependant” of the member under the provision of the
U.S. Internal Revenue Laws or Regulation as now in force or as hereafter
modified, by direct transfer, upon approval of the transferee by the Board of
Directors as in cases of original membership application.
B. Any member may sell his membership at anytime to any other person, subject
only to ARTICLE IV, Section 1, and ARTICLE V, Section 3.
C. Any member unable to sell his membership has the option of requesting the
Board of Directors to sell his membership. Sales by the Board of Directors
shall be in order of receipt of written request provided, however, that a member
who has given such notice and who has moved his permanent residence
outside of Calhoun County, Michigan, shall have preference and priority in the
sale of such membership over the members giving such notice that have not
moved from said County.
2. Upon the death of an unmarried member, the legal representative of such member
may transfer the membership to the Corporation under the terms of ARTICLE VI,
Section 3.
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3. Prior to selling his membership, the member should contact the Secretary-
Treasurer and request a copy of the Form of Assignment. After completion of the
sale of membership the original member should complete the form of assignment
and return it to the Secretary-Treasurer. All delinquent dues and penalties must be
paid to the Club prior to transfer.
ARTICLE VI – CANCELLATION AND TERMINATION OF MEMBERSHIP
1. The membership of any member shall automatically terminate in the event of
failure to pay annual dues within the 60 days after the due date thereof, unless the
Board of Directors finds and determines either before or after the expiration of
such 60 day period the extenuating circumstance make the application of the rule
in this section unwarranted in any particular case.
2. Upon termination of membership, the membership certificate held by the member
shall automatically be cancelled for violation of ARTICLE VI without refund.
3. Membership of any member may also be terminated by a two-thirds vote of the
whole Board of Directors and in the event of termination of membership by the
action of the Board of Directors as distinguished from automatic termination
herein provided for, the cost of membership shall be refunded to the member
whose membership has been terminated. Provided however, termination of
membership by the provision of the paragraph shall not be effective until the
expiration of 30 days from the date of mailing of notice in writing to said member
by registered mail addressed to said member to the address shown on the
membership roll.
ARTICLE VII – DUES
1. The annual dues shall be set by the Board of Directors and shall be due and
payable on or before the first day of April of each year. Dues to be defined as
annual fees, guest fees, cleaning fees, past due interest fees, annual assessment and
any and all fees, which shall be determined by the Board of Directors. In the event
the dues of any members are not paid or post marked on or before May after the
same due, a collection fee of up to 5% of the annual dues shall be charged such
delinquent members. In the event dues are not paid within 60 days, the provision
of ARTICLE VI, Section 1 & 2 of these By-Laws regarding termination of
membership shall apply.
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ARTICLE VIII – MEETING OF MEMBERS
1. All meetings of the membership shall be held at the Corporation in Marshall,
Michigan, or at such other places as the Directors may appoint, or the business of
the Corporation may require.
2. Notice of meetings shall be given in writing, electronically via e-mail at a current
e-mail address, or by telephone message or written notice given each member at
least five (5) days prior to the meeting. Mailing by ordinary mail of a written
notice of meeting to the address of the member shown on the Corporation
membership roll shall constitute notice.
3. Voting at all meetings of the Corporation shall be by membership, each member
shall have one vote.
4. Twenty percent (20%) of the paid membership shall constitute a quorum.
5. Attendance may be in person or properly appointed proxy. Members present by
proxy shall be counted as present for the purpose of determining the presence of a
quorum. And the vote of a properly appointed proxy shall be counted as though
the member was present in person. Provided, however, the proxy votes may not be
cast for the election of officers and directors. Any one membership may represent
by proxy, no more than three (3) memberships.
6. Whenever the notice of any meeting of the membership shall contain a notice that
the provision of the section shall be invoked, if a quorum is not present for the
meeting, the President or the temporary chairman elected at the meeting may
adjourn the meeting to time not more than twenty (20) days nor less than ten (10)
days after the date of the date of the original meeting and notice of such
adjournment, shall be given publication at least once in the Marshall Chronicle or
some other newspaper of general circulation in the Marshall mailing area, which
notice shall be published at least four (4) days prior to the date of the adjourned
meeting will convene. At such adjourned meeting the members present shall
constitute a quorum for the conducting of business whether or not a sufficient
numbers of members are present to constitute a quorum under the terms of these
By-Laws and the acts of majority at such adjourned meeting shall have the same
force and effect as the acts of a regularly called meeting of the membership at
which a quorum is present.
ARTICLE X – SPECIAL MEETINGS
1. Special meetings of the members may be called by the President, by a majority of
the Board of Directors, or by petition directed to the Board of Directors and signed
by not less than ten percent (10%) of all the members of the Club, and upon receipt
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of such petition the Board of Directors shall call a special meeting to be held
within 30 days after receipt of such petition. It shall be the duty of the Secretary of
the Corporation to send notices of the meetings as required by the By-Laws to the
request of the President or the request of a majority of the Board of Directors or
upon notification to him/her that a petition as hereinbefore provided, signed by ten
percent (10%) of the membership, has been filed with the Board of Directors.
Such petition and notice shall state the purpose of the meeting to be called.
ARTICLE XI – DIRECTORS
1. The property and business of the Corporation shall be managed by its Board of
Directors, eight (8) in number, all of whom shall be members of the Corporation.
Three (3) Directors shall be elected for a two-year term, and three (3) Directors
shall be elected for a three-year term, and thereafter, two (2) Directors shall be
elected by the members at each annual meeting of the membership.
2. The immediate past President of the Corporation shall be a member of the Board
of Directors for one year.
3. The Directors shall be by resolution, prescribe rules and regulations concerning the
use of the swimming pool and facilities of the Corporation and concerning guest
privileges, assessment, any and all fees.
4. If the office of a Director(s) become vacant by reason of death, resignation,
retirement, disqualification, removal from office, or otherwise, the remaining
Directors, though less than a quorum, shall choose a successor or successors, who
hold office until the next annual election and until a successor(s) have been
elected, unless sooner displaced.
5. A Director may be removed because of excessive absence, or missing three (3)
consecutive meetings or for failure to perform his duties and obligations as a
Director by two-thirds vote of the Directors, whenever they shall deem it in the
best interest of the Corporation to do so.
6. In addition to the powers and authorities by these By-Laws expressly conferred
upon it the Board of Directors may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised by the
members.
ARTICLE XII – COMMITTEES OF DIRECTORS
1. The Board of Directors may, by resolution, passed by a majority of the Board,
designate one or more committees, each committee to consist of two or more of
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the Directors of the Corporation, which to the extent provided in said resolution
shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation. Such committee or
committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.
2. The committees shall keep regular minutes of their proceedings and report the
same to the Board when required.
ARTICLE XII – MEETING OF THE BOARD OF DIRECTORS
1. The Board of Directors shall hold an meeting as soon as practical and in no event
less than 30 days prior to the annual pool opening, at which time the officers for
the ensuing year will be elected.
2. Special meetings of the Board may be called by the President or Vice President on
three days notice to each Director, either personally, by e-mail, by mail, or by
telephone. Special meetings shall be called by the President or the Secretary in
like manner and on like notice on the written request of two Directors.
3. At all meetings of the Board, a majority of the Directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act of a
majority of the Directors present at any meetings at which there is a quorum, shall
be the act of the Board of Directors, except as may be otherwise specifically
provided by statute or by the Articles of Incorporation by these By-Laws.
4. Any meetings of the Directors for which all members of the Board have signed a
written waiver of notice of the meeting shall be a lawful meeting of the Board of
Directors whether notice as hereinbefore has been given or not.
ARTICLE XIV – OFFICERS
1. The officers of the Corporation shall be elected by the Board of Directors at their
first meeting following the meeting of membership. All officers shall be members
of the Corporation and shall consist of the following:
President
Vice President
Secretary
Treasurer
2. The Board of Directors shall have the right to appoint other officers to perform
specific functions as they shall deem fit. Officers are appointed for a term of one
year and shall serve until their respective successors are elected and qualified.
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ARTICLE XV – DUTIES OF OFFICERS
1. The President. The President shall be the chief executive officer of the
Corporation; he shall preside at all meetings of the membership. He shall have
general and active management of the business of the Corporation, and shall see
that all orders and resolutions of the Board are carried into effect. He shall execute
bonds, mortgages, deeds, leases and other contracts requiring seal of the
Corporation when authorized to do so by action of the Board of Directors. He
shall be an ex officio a member of all standing committees and shall have the
general powers and duties of supervision and management usually vested in the
office of President of a Corporation.
2. Vice President. The Vice President shall, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
perform such other duties, as the Board of Directors shall prescribe.
3. Secretary. The Secretary shall attend all meetings of the members and Directors
and shall keep, or cause to be kept, in a book provided for the purpose, a true and
complete record of the proceedings of such meetings. He shall attest the execution
by the Corporation of all deeds, leases, contracts, and other official documents and
shall affix the Corporate seal thereto. He shall attend to the giving and serving of
all notices of Corporate meetings pursuant to the Code of By-Laws and shall have
custody of the books, records, and Corporate seal of the Corporation and in general
shall perform all duties pertaining to the office of Secretary and such other duties
as this code of By-Laws or the Board of Directors may prescribe.
4. Treasurer. The Treasurer shall have under his charge the collection of the
membership fees and dues, and shall keep or cause to be kept correct and complete
records of account, showing accurately at all times the financial condition of the
Corporation. Subject to the direction of the Board of the Board of Directors and
Finance Committee, he shall be responsible for all funds, money, notes, securities
and other valuables which may from time to time come into the possession of the
Corporation with such depositories as the Board of Directors shall designate. The
Treasurer shall furnish to meetings of the Board of Directors and to the annual
meetings of the members a statement of the financial condition of the Corporation
(or summary thereof). He shall perform such other duties as these By-Laws or the
Board of Directors may prescribe.
The foregoing constitute
The By-Laws of the
Northwood Swim Club
As amended to date
May 17, 2006
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