STURBRIDGE WOODS SWIM CLUB, INC.
Amended and Restated March 2012
ARTICLE I: NAME
The corporation shall be a nonprofit corporation existing under the laws of the State of New Jersey and shall be known as Sturbridge Woods Swim Club, Inc.
ARTICLE II: PURPOSE
The purposes for which this corporation is formed are to operate a recreational swimming pool in Voorhees, New Jersey and to do all other acts and things not prohibited to a corporation organized under the New Jersey Nonprofit Corporation Act, which are necessary, desirable or appropriate to accomplish the foregoing purposes.
ARTICLE III: OFFICES AND SEAL
1. Registered Office and Agent. The registered office of the corporation in the State of New Jersey shall be as stated in the Certificate of Incorporation or at such other location to which the registered office shall be changed by action of the Board of Trustees. The registered agent of the Corporation at such office shall be as stated in the Certificate of Incorporation or such other agent as may be determined from time to time by the Board of Trustees.
2. Other Places of Business. The corporation shall maintain such places of business or offices as may be established at any time by the Board at any place or places where the Corporation is qualified to do business.
3. Corporate Seal. The Board of Trustees may adopt a seal, in such form as it may prescribe from time to time, as the corporate seal of the corporation.
ARTICLE IV: BOARD OF TRUSTEES
1. Board of Trustees; Qualifications. The corporation, its properties and its affairs, shall be managed by a Board of Trustees, nine (9) in number, all of whom shall be members in good standing of the corporation. No more than four trustees shall be allowed to serve at one time, who are classified as associate members.
2. Term of Office; Classification of Board. The Trustees shall be divided into three separate classes, the members of each class to serve for three years. Three Trustees shall serve in the first class, three Trustees in the second class, and three Trustees in the third class with the terms of office of one class of Trustee to expire in each year. At each annual meeting of the corporation, the bondholders and associate level members of the corporation shall elect Trustees to replace Trustees whose terms are then expiring, to hold office until the third succeeding annual meeting following their election, and until their successors have been elected and qualified.
3. Vacancies. Any vacancy in the Board of Trustees shall be filled by a majority vote of the remaining Trustees, even though less than a quorum of the Board, or by a sole remaining Trustee. Any Trustee so elected by the Board shall hold office until the next annual meeting at which time the bondholders shall elect a Trustee to fill the unexpired term, if any.
4. Removal of Trustees. Any Trustee may be removed from office, with or without cause, by the affirmative vote of two-thirds of the bondholders casting votes at a meeting called pursuant to these Bylaws. Any Trustee so removed shall not be eligible to hold office as a Trustee unless and until elected by the bondholders at an annual meeting as provided herein.
5. Powers and Responsibilities of Board of Trustees. Consistent with the New Jersey Nonprofit Corporation Act, the Certificate of Incorporation and these Bylaws, the Board of Trustees shall:
(a) Transact all of the corporation’s business, including appointing and removing officers, employees and agents, and fixing their duties and compensation.
(b) Prescribe rules and regulations for the operation and use of the corporation’s facilities, and establish and impose penalties for violation thereof.
(c) Approve the admission of bondholders upon the recommendation of the Membership Committee.
(d) Fix the corporation’s guest policy and guest fees.
(e) Constitute and appoint standing committees as set forth herein, and such special committees as it shall deem necessary, and define the powers and duties of the same.
(f) Hire a manager who shall be responsible to hire employees to run the day-to-day operation of the swim club.
(g) Designate a financial institution or financial institutions in which the funds of the corporation shall be deposited.
(h) Delegate authority to one or more of the Trustees to act for it when necessary between regularly scheduled meetings.
(i) Otherwise act as required elsewhere herein and as might be necessary and proper for the benefit of the corporation and the welfare of its members.
(j) Have full power of management of the business of the corporation and the authority to exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or these Bylaws directed or required to be exercised or done by the bondholders, including, without limitation, the power to borrow money for the corporation and in connection therewith to execute and deliver loan agreements pertaining thereto and promissory notes evidencing such indebtedness and to secure the same by mortgages, deeds of trust, pledges or other liens or security interests in furtherance of any or all of the purposes of the corporation.
(k) Make capital expenditures on behalf of the corporation, provided that any single capital expenditure in excess of $10,000 shall require the prior approval of a majority of the bondholders.
6. Board Meetings. The Board of Trustees shall meet at least four (4) times per year and at such other times and intervals as they may deem necessary.
7. Quorum. Greater than 50% of the Board of Trustees in attendance shall constitute a quorum at any meeting of the Board of Trustees. The Board of Trustees shall act by majority vote at any meeting held as provided herein on any questions considered by the Board of Trustees.
ARTICLE V: OFFICERS
1. Election of Officers. At the first meeting of the Board of Trustees following the annual meeting, the Board shall elect from among the Trustees, a President, a Vice President, a Secretary, and a Treasurer, who shall serve at the pleasure of the Board until their successors have been elected and qualified.
2. President. The President shall preside at all meetings of the bondholders of the corporation and of the Board of Trustees, shall be the Chief Executive Officer of the corporation, and shall be a member ex-officio of all committees. The President shall, subject to the control of the Board of Trustees, have general supervision, direction and control of the business of the corporation.
3. Vice President. The Vice President shall act for the President in the event of absence or disability, and shall otherwise act as directed by the Board of Trustees.
4. Secretary. The Secretary shall send notices as required by statute or these Bylaws. The Secretary shall keep minutes of all meetings of the bondholders and the Board, shall attend to and preserve the books, records and correspondence of the corporation, and shall otherwise act as directed by the Board of Trustees.
5. Treasurer. The Treasurer shall keep the accounts of the corporation, collect its revenues, pay its bills as approved by the Board of Trustees, and otherwise act as directed by the Board of Trustees. The Treasurer shall present an annual financial report to the bondholders at the corporation’s annual meeting.
ARTICLE VI: COMMITTEES
1. Membership Committee. The Board of Trustees shall appoint a Membership Committee, which shall be responsible for receiving applications for membership. The committee shall, from time to time, recommend the names of proposed members to the Board of Trustees, who shall make the final determination in admitting new members. If there are more applications than available memberships, the Membership Committee shall prioritize the waiting list in accordance with the date of receipt of the application.
2. Nominating Committee. The Board of Trustees shall appoint a Nominating Committee, which shall be responsible for nominating candidates for election to the Board of Trustees. The Nominating Committee shall nominate candidates for Board vacancies to be filled at each annual meeting and shall report such nominations to the Secretary at least thirty (30) days prior to the annual meeting.
3. Other Committees. The corporation shall have such other committees as shall be determined from time to time by the Board of Trustees. The responsibilities and duties of each such committee shall be determined by resolution of the Board of Trustees.
ARTICLE VII: MEMBERSHIP
1. Members. The corporation shall have members. All bondholders shall be members of the corporation.
2. Membership Bonds. The Board of Trustees shall authorize the issuance of bonds under the terms and conditions stated in these Bylaws and subject to the Rules and Regulations of the corporation. The bonds (other than bonds held by a developer as described in section 8 of this Article VII) shall convey to the holder the right and obligation to an annual, renewable family membership in the pool facility, for which the bondholder shall be required to make timely payment of dues and to observe all pool rules and regulations. Only bondholders and their permitted guests shall be entitled to use the pool facility.
3. Associate Memberships. The Board of Trustees shall authorize the sale of seasonal memberships to utilize the pool facility.
(a) Associate Members have no voting right related to the operation of the corporation except for the election of Trustees. Associate Members are not considered members of the corporation.
(b) Associate Memberships are seasonal, as such; holders of Associate Memberships are not guaranteed membership in subsequent years.
(c) The cost of associate memberships shall be set by the Board of Trustees.
(d) Associate Memberships will not be made available for sale once total membership levels reach 150. This number can be adjusted by majority vote of the Board of Trustees.
4. Classes of Bonds. There shall be two classes of bonds, Class 1 and Class 2.
(a) Class 1 Bonds shall be those bonds originally issued by the corporation to a member (including a developer) who subscribed for such bond prior to June 15, 1992, and which (except for developer bonds which have been transferred to the initial resident) have not been transferred or surrendered.
(b) Class 2 Bonds shall be composed of all bonds subscribed for after June 15, 1992, and those bonds not originally issued by the corporation, including those bonds transferred from one member to another pursuant to these Bylaws (except for developer bonds which have been transferred to the initial resident) and those bonds reissued by the corporation after their surrender by previous members.
(c) Except as otherwise provided herein, all Class 1 Bonds shall immediately and automatically be converted to Class 2 Bonds upon surrender to the corporation.
5. Obligation to Purchase Annual Membership. Each bondholder (other than developer bondholders as described in section 8 of this Article VII) shall be required annually to pay for one family membership in the pool facility; provided, that this requirement may be waived by the Board of Trustees on a case-by-case basis upon proof of extreme extenuating circumstances. A bondholder who fails to pay any annual dues or other fee assessed by the corporation within sixty (60) days of the date required by the corporation shall be deemed to have offered to surrender the bond to the corporation. Also, any bondholder who desires to terminate the membership in the corporation shall surrender the bond to the corporation. If a bondholder shall surrender, or be deemed to have surrendered, the bondholder’s bond after February 1 in any year, then the bondholder shall have the obligation to pay the annual dues and other fees and assessments associated with annual membership for such year.
6. Transfer and Surrender of Bonds.
(a) General. Bonds of the corporation are nontransferable, except to the extent provided in this Section 6.
(b) Voluntary Surrender of Bond and Membership. A bondholder who desires to terminate membership in the corporation shall surrender the bond to the corporation in accordance with the following requirements: (1) the bond shall be endorsed on the reverse side by all owners, exactly in the form such bond was originally issued, (2) the bond shall be mailed, together with a letter of resignation, to the corporation at P.O. Box 367, West Berlin, New Jersey. If the bond has been lost, stolen or destroyed, then the bond shall be deemed surrendered upon the making of an affidavit of that fact by the person claiming the bond certificate to be lost, stolen or destroyed, and, in the discretion of the Board of Trustees and as a condition precedent to the surrender thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of such person, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. The corporation shall resell the bond in accordance with Section 7.
(c) Involuntary Surrender of Bond and Membership. A bondholder who fails to pay annual dues within sixty days of the date required by the corporation shall forfeit membership and be deemed to have offered to surrender its bond. If, in the discretion of the Board of Trustees, the corporation shall accept the offer of surrender of the bond, then the corporation shall resell the bond in accordance with Section 7.
(d) Transfer in Connection with Sale of Property. Any member selling a residence shall have the right (but not the obligation) to have the bond reissued to the purchaser of the residence. To effectuate such a reissuance, the selling resident shall surrender the bond to the corporation, and shall receive payment in accordance with Section 7, below, upon resale of the bond. The purchasing resident shall then be issued a new bond upon payment of the face value of the bond.
(e) Use of Membership by Tenants. Members owning property, who do not reside in such property may allow their tenants use their bonds upon prior notification to and consent of the Board of Trustees, on the terms set forth below. In such event, the tenant shall have the pool rights of a member upon payment of dues and compliance with the corporation’s rules and regulations. The bondholder shall not be entitled to be a member so long as the tenant remains a member, but the bondholder shall be entitled to all voting rights accorded to the bondholder thereunder. The bondholder shall be responsible for the tenant’s dues and assessments. If the tenant does not pay, a lien will be placed against the bondholder’s bond. Ownership of bonds may not be transferred to tenants, except by voluntary surrender of the owner’s bond as set forth in Section 6(b) and the tenant’s acceptance for membership by the corporation in accordance with normal procedures, subject to the availability of memberships.
(f) Transfer of Developer Bonds. Developer Bonds may be transferred to homebuyers or to the corporation as set forth in Section 8 below.
7. Refund of Bond Principal Upon Resale.
(a) A bondholder who surrenders membership in the corporation shall be entitled to a refund of part or all of the principal amount of the member’s bond only after the bond has been sold by the corporation to a new member in the manner described in this section 6.
(b) All bonds surrendered to the corporation shall be offered to prospective members who have applied for membership in accordance with Article VI, section 1. Any Class 1 bonds which have been surrendered to the corporation shall be sold by the corporation before any Class 2 bonds which have been surrendered to the corporation may be offered for resale. If within any particular class of bonds more than one (1) bond has been surrendered to the corporation and is available for resale at any time, such bonds will be offered for resale based upon their surrender date, with the bond having the earliest surrender date being the first to be available for resale. Notwithstanding the foregoing, Developer Bonds and bonds reissued to purchasers of members’ residences shall be resold in accordance with Sections 6(e) and 6(f), above. All bonds reissued shall be resold at a rate established by the Board of Trustees, which rate shall not be less than the amount which the bondholder surrendering the bond is entitled to receive pursuant to Section 7(c), below.
(c) Upon resale of any surrendered Class 1 Bond by the corporation to a new member, the surrendering holder shall receive from the corporation 100% of the face value of the surrendered bond (less the aggregate amount of any dues and/or fees then owed by the bondholder to the corporation). Upon resale of any surrendered Class 2 Bond by the corporation to a new member, the surrendering holder shall receive from the corporation an amount of 80% of the face value (less the aggregate amount of any dues and/or fees then owed by the bondholder to the corporation) for a bond resold within one year of the bondholder’s original purchase from the corporation; 70% of the face value (less the aggregate amount of any dues and/or fees then owed by the bondholder to the corporation) for a bond resold within two years of the original purchase from the corporation; 60% of the face value (less the aggregate amount of any dues and/or fees then owed by the bondholder to the corporation) for a bond resold within three years of the original purchase from the corporation; or 50% of the face value (less the aggregate amount of any dues and/or fees then owed by the bondholder to the corporation) for a bond resold more than three years after its original purchase from the corporation.
8. Developer Bonds. A developer owning a lot or unoccupied residence may purchase a bond (provided one is available) on behalf of the future homeowner. If the bond is a Class 1 Bond, such bond shall retain that classification upon transfer to the homeowner, and if the bond is a Class 2 Bond, such bond shall retain that classification upon transfer. If the homeowner does not elect to purchase the bond by the date on which such homeowner purchases the home from the developer, the developer shall immediately surrender the bond and, upon the earlier to occur of (a) resale of such bond by the corporation or (b) two (2) years from the date of the surrender of the bond to the corporation by the developer, the developer shall receive 100% of its face value. Developers owning bonds shall not be required to pay dues, may not use the pool facilities, and shall have no voting rights.
9. Purchase of Bond by Former Member. Any bondholder who has surrendered a bond to the corporation and who, within two (2) years of the date of such surrender, desires to purchase a new bond from the corporation shall be required to pay, as the purchase price for such new bond, an amount equal to the greater of (a) the-then current purchase price for a bond being charged by the Corporation, or (b) the purchase price paid by the bondholder to the corporation for the original bond.
ARTICLE VIII: DUES AND FEES; DISTRIBUTION OF PROCEEDS ON DISSOLUTION
1. Establishment of Dues, Fees and Assessments.
(a) The Board of Trustees shall establish the annual membership fees to be paid by each member.
(b) Membership fees shall be sufficient to provide for necessary operating expenses of the corporation and a capital reserve to assure the proper maintenance and improvement of its property, and shall be payable by April 30 of each year, or such other date, either earlier or later than April 30, as may be fixed by the Board from time to time, provided, that the Board shall give at least thirty days’ prior notice to all bondholders of any change in the due date for payment of membership fees.
(c) In the event the corporation shall encounter unexpected circumstances and shall not have sufficient funds to provide for necessary operating or emergency expenses of the corporation, the Trustees shall have the power to make such special assessments on the bondholders as the Trustees shall, in their discretion, determine to be necessary to provide sufficient funds to operate the corporation.
2. Delinquent Payment. Any member failing to pay the membership fees and other charges by April 30th or such other date as may be fixed by the Board pursuant to Section 1(b) above, shall be subject to payment of late charges, suspension, and termination of membership. Any member that is suspended shall immediately be notified in writing by the Secretary of the suspension. A late charge shall be levied by the Board of Trustees on all delinquent amounts equal to the greater of $25 or the maximum interest rate then permitted by law. Any delinquent member shall not be considered a member in good standing, and may not serve in a corporate office nor vote at any meeting of bondholders. A bondholder who is delinquent in payment may be notified by the Treasurer that, if such indebtedness shall not be paid within 60 days thereafter, the delinquent member shall be deemed to have surrendered the bond pursuant to Article VII, Section 6(c).
3. Distribution of Proceeds Upon Dissolution. In the event of the liquidation of dissolution of the corporation for any reason, upon the effective date of dissolution of the corporation, the corporation’s surplus remaining after the payment of all liabilities shall be distributed pro rata among the then record holders of bonds.
ARTICLE IX: MEETINGS
1. Bondholders’ Meetings.
(a) The annual meeting of the corporation’s bondholders shall be held on or prior to August 30th of each year at such time and place as the Board of Trustees may determine. The annual meeting shall be for the purpose of electing Trustees, presenting committee reports, and for transaction of such business as may be brought before it. The election of Trustees may be conducted by mail.
(b) Special meetings of the corporation’s bondholders may be called by the Board of Trustees. Also, upon the written request of 10% of the bondholders to the secretary, stating the purpose therefore, a special meeting shall be called by the Secretary within thirty days.
(c) Notice of the time, place and purposes of any bondholders’ meeting shall be given by mail to the bondholders at least ten days, but not more than sixty days, prior thereto. The notice of the annual meeting shall include the names of candidates nominated by the Nominating Committee and a description of any other proposed business to be conducted at the meeting. The notice of a special meeting shall state the purpose for which it is called, and no other business shall be transacted at such meeting.
(d) Only members in good standing who are not otherwise in violation of these Bylaws shall be entitled to vote at meetings of the corporation. Each such Bondholder shall be entitled to cast one vote for each Trustee. A developer who owns a bond pursuant to paragraph 9 of Article VII hereof, shall have no voting rights.
(e) Twenty-five members entitled to exercise voting rights thereunder, or 20% of bondholders, whichever is less, in person or by proxy, shall constitute a quorum at all meetings of the corporation.
(f) Whenever these Bylaws require notice to members, the mailing of such notices to the last known address of the members shall constitute sufficient notice.
(g) The Secretary shall make and certify a complete list of the members entitled to vote at a bondholders’ meeting or any adjournment thereof. The list shall:
(i) Be arranged alphabetically, with the address of each member;
(ii) Be produced at the time and place of the meeting;
(iii) Be subject to the inspection of any members during the whole time of the meeting; and
(iv) Be prima facie evidence as to who are the members entitled to examine the list of to vote at any meeting.
If the requirements of this Section 1(g) have not been complied with, the meeting shall, on the demand of any member in person or by proxy, be adjourned until the requirements are complied with. Failure to comply with the requirements of this section shall not affect the validity of any action taken at the meeting prior to the making of any such demand.
2. Board Meetings. The Board of Trustees may by resolution, establish from time to time a schedule of its meetings and rules for the conduct thereof. Special meetings of the Board of Trustees may be called by the President, and shall be called by the Secretary upon request of any two members of the Board. Notice of the regular and special Board of Trustee’s meetings shall be given to each Board member at least five days before the date of the meeting. The attendance of any Trustee at a meeting without protesting prior to the conclusion of the meeting the lack of notice of the meeting shall constitute a waiver of notice by that Trustee. Any or all Trustees may participate in a meeting of the Board or a committee of the Board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other.
3. Parliamentary Rules. The rules contained in Roberts Rules of Order Revised shall govern the corporation in all cases to which they are applicable and in which they are not inconsistent with the Bylaws or special rules of order of the corporation.
ARTICLE X: NOMINATIONS
1. Nominating Committee. There shall be a Nominating Committee composed as described in Article VI, Section 2. The Nominating Committee shall nominate candidates for the vacancies on the Board of Trustees to be filled at the annual meeting and shall report such nominations to the Secretary at least thirty (30) days prior to the annual meeting.
2. Nominations by Members. Independent nomination of candidates for election at the annual meeting may be made by letter and delivered to the Secretary at least fifteen (15) days prior to the annual meeting.
ARTICLE XI: INDEMNIFICATION
1. The corporation shall indemnify, in the manner and to the full extent permitted by the New Jersey Nonprofit Corporation Act, as amended, any “corporate agent” of the corporation (as such term is defined in Section 15A:3-4 of the New Jersey Nonprofit Corporation Act) who was or is a party to, or is threatened to be made a party to, any proceeding (as such term is defined in said Section 15A:3-4), whether or not by or in the right of the corporation, by reason of the fact that such person is or was a corporate agent of the corporation. Where required by law, the indemnification provided for herein shall be made only as authorized in the specific case upon a determination that indemnification of the corporate agent is proper in the circumstances. The corporation may, to the full extent permitted by law, purchase and maintain insurance on behalf of any such person against any liability which may be asserted against that person. To the full extent permitted by law, the indemnification provided herein shall include “expenses” (as such term is defined in said section 15A:3-4), and, in the manner provided by law, any such expenses may be paid by the corporation in advance of the final disposition of such proceeding. The indemnification provided herein shall not be deemed to limit the right of the corporation to indemnify any other person for any such expenses, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the corporation may be entitled under any agreement, vote of Trustees, or otherwise, both as to action in the corporate agent’s official capacity and as to action in another capacity while holding such office.
ARTICLE XII: MISCELLANEOUS
1. Construction of Bylaws. Any question as to the meaning or proper interpretation of any provisions of these Bylaws shall be determined by the Board of Trustees.
2. Amendment of Bylaws. These Bylaws may be amended by a two-thirds vote of the bondholders present at any meeting of the corporation, provided that each bondholder is given at least ten (10) days notice of the proposed action to amend the by-laws.