ARTICLE I: NAME
The name of the Corporation is the HERITAGE-SKYLINE SWIM CLUB, hereinafter referred to as the Club.
ARTICLE II: OBJECT
The object and purpose for which this Club is organized is to promote the health and general welfare of its membership, and in the 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 New Castle and the State of Delaware.
ARTICLE III: GOVERNMENT
The property, business, and affairs of the Club shall be managed by a Board of Directors who must be Active Members of the Club (Article VI, Section 6.5).
Any question as to the meaning for proper interpretation of any of the provisions of these Bylaws shall be determined by the Board of Directors.
ARTICLE IV: BOARD OF DIRECTORS
The Board of Directors shall be composed of eleven (11) board members, all of whom shall serve without compensation, with the exception of free guests. The Board of Directors shall be allowed a maximum of 6 free guests per day. Board members shall be allowed to keep unused guest passes to be used after the end of their term. Six members of the Board shall constitute a quorum.
At each Annual Meeting of the Active Members of the Club, new Directors shall be elected to serve for a term of three years to maintain full board membership (11).
No member shall be eligible to serve two consecutive full (three year) terms as a Director.
Any member of the Board of Directors who shall cease to be an Active Member of the Club shall automatically cease to be a member of the Board of Directors.
Any member of the Board of Directors may be removed for cause from the Board and/or from such office as he may hold by a two-thirds vote of the full Board of Directors or by a majority vote of the Active Members.
The Board of Directors, with the responsibility for the management of the Club property, business, and affairs, may in addition to the powers and authority of these bylaws expressly conferred upon them, exercise all such powers and do all such acts and things as may be exercised by the Club, but subject, nevertheless, to the provisions of the Statute, of the Charter, and of these bylaws, and to any regulations or amendments made from time to time; provided that no regulations nor amendments so made shall invalidate any prior act of the Directors which would have been valid if such regulations or amendment had not been made.
Without prejudice to the general powers conferred by the last preceding clause and other powers conferred by these bylaws, it is hereby expressly declared that the Board of Directors shall have the following powers:
- To purchase or otherwise acquire property rights or privileges for the Club, which the Club has the power to take, at such prices and on such terms as the Board of Directors may deem proper.
- To create, make, and issue mortgages, bonds, deeds of trust, trust agreements, and negotiable or transferable instruments and securities, secured by mortgages or otherwise, and to do every act and thing necessary to effectuate the same.
- To elect from the Board the following Directors, all of whom shall serve without compensation:
- Vice President
- Bond Officer
- Summer Membership Officer
- Financial Secretary
- Swim Team Relations
- If the office of any Director becomes vacant by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, the Directors then in office, although possibly less than a quorum in number remaining, by a majority vote, shall have the power to choose a successor or successors from the qualified Active Members of the Club who shall hold office for the remainder of the unexpired term of which each such vacancy occurred.
- To appoint, and at their discretion remove or suspend, such subordinate officers, clerks, agents, servants, or employees, permanently or temporarily, as they may from time to time think fit, and to determine their duties and compensation.
- To designate an officer of the Club who shall be the sole authority in selecting, suspending, or discharging employees.
- To fix, impose, and remit penalties for violations of these bylaws and the rules of the Club.
- To suspend or expel any Member for violation of the bylaws, rules, or for non-payment of dues or other indebtedness or fees, or for conduct detrimental to the welfare of the Club, in accordance with the penalties set in Section 4.6 (H), by a two-thirds vote of the full Board of Directors (not just a quorum). Such action may be taken only when and after due notice and a hearing have been afforded to said Member.
- To designate the bank or banks in which the funds of the Club shall be deposited and determine the manner in which checks, drafts, and other instruments for payment of funds of the Club shall be executed.
The Board shall cause the books of the Club to be audited annually by auditors selected by the Board. The auditors shall be neither officers nor directors of the Club. The Board shall present an unaudited report at the Annual Meeting of the Club and shall be available an audited report to the Members within 90 days of the end of the fiscal year. The fiscal year of the Club shall begin on the first day of November and terminate on the 31st day of October in the following calendar year.
The timing to present the annual audit requested by the auditor to allow more time to complete the annual audit.
The Board of Directors shall prepare a budget for the ensuing year, a copy of which will be Electronically mailed to the Membership, together with a financial report, prior to each Annual Meeting.
The Board of Directors shall maintain adequate insurance coverage for liability and property damage.
ARTICLE V: OFFICERS
At the first meeting following election, Directors shall review and affirm their understanding of and intent to fulfill the responsibilities of their position. Board members are to hold office for one year and /or until others are elected and qualified in their stead. They shall not be subject to removal during their respective terms of office except for cause (Article IV, Section 4.5) nor shall their terms of office be diminished during their tenure.
The President shall be the chief executive officer of the Club; he shall preside at all meetings of the Directors, and at all meetings of the Club Membership; he shall have general and active management of the business of the Club; he shall see that all orders and resolutions of the Board are carried into effect; he shall execute all contracts and agreements authorized by the Board; he shall keep in safe custody the official seal of the Club, and when authorized by the Board, affix the seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of the Secretary.
He shall have general supervision and direction of all other officers of the Club and shall see that their duties are properly performed.
He shall submit a report of the operations of the Club for the fiscal year to the Directors at their first regular meeting in each year and to the Members at their Annual Meeting. He shall be an ex-officio member of all Standing Committees, without voting power.
The Vice President, in the absence of, or disability of the President, shall be vested with all the powers and shall perform all the duties of the President in his/her stead. Unless otherwise designated by the Board in accordance with Article IV, Section 4.6, Paragraph G the Vice President shall be designated as the officer having sole authority to select, suspend or discharge Club employees. The Vice President shall also perform such other duties as defined and assigned by the Board of Directors. The Vice President shall be an ex-officio member of all committees, except the Standing Committees and the Nominating Committee, without voting power. (*See Also: Section 5.9)
The Secretary shall schedule and attend all sessions “of the Board of Directors and all meetings of the membership and act as the clerk thereof; and shall record all votes and minutes of such proceedings in an electronic book kept for that purpose. The Secretary shall keep an electronic file for record purposes of all committee reports. The Secretary shall also attend to the correspondence pertaining to his/her office. The Secretary shall send timely notices of all meetings of the Club Membership and Board of Directors.
The Communications Director shall prepare all Newsletters, emails, pamphlets, Social Media Post etc. The Communications Director shall make timely updates to the Club website of upcoming events and Club communications. The Communications Director will respond to, &/or route to the appropriate Officer general inquiries received via the website mailbox.
The Bond Officer shall investigate all applicants for membership in accordance with Article VI, Section 6.9.
The Bond Officer will evaluate opportunities for a bond to be purchased from the membership from the waitlist. The Bond Officer shall notify said applicants that they have been approved for the purchase of a bond.
The Bond Officer shall maintain and post an accurate waiting list of approved applicants for membership, notifying applicants in chronological order as bonds become available for issuance.
The Bond Officer shall, upon an applicant’s acceptance of a bond, verify payment made from such applicant and notify the Treasurer as to both the name of the new bondholder and the name and number of the bond to be retired, if applicable, for reimbursement of the bond fee if no other fees are past due.
The Bond Officer shall prepare all bonds for issue to new bondholders, which bonds shall bear the seal of the Corporation and the signatures of both the President and the Secretary.
The Bond Officer shall also receive and verify the validity of all bonds for which redemption is requested and keep them with the permanent bond records.
The Bond Officer shall keep a permanent record of all Bonds registered and redeemed by the Club in such form and manner and under such regulations as the Board of Directors may prescribe.
The Bond Officer shall maintain full and complete duplicate records of the Club’s current Active Membership, one of which sets of records shall be kept in the Pool Office, in the custody of the Pool Manager during the swimming season.
The Bond Officer shall review all bonded member requests for special members, determine approval based on information provided, and update information on membership list if approved.
The Bond Officer shall review requests to change to senior members for those bond holders who qualify for the change of membership. The Bond Officer will update information on the membership list if approved.
The Bond Officer shall review any delinquencies of payment for the season and issue notice to the bond holder as appropriate to determine late status, inactive status, bond redemption, or bond forfeiture.
Summer Membership Officer
The Summer Membership Officer will be the primary point of contact for all Wait List applicants. The Summer Membership Officer will be responsible for welcoming and providing a roadmap to membership for Wait List applicants.
The Summer Membership Officer shall be responsible for offering full summer memberships and extended summer memberships in the order that Wait List members applied.
The Summer Membership Officer shall keep an updated wait list by keeping track of new applications, removing any members who request removal, and removing any members who deny the offer of a bond.
The Summer Membership Officer shall keep track of payments made by Wait List members and requests for special memberships or additional household members made by those who have been offered full summer or extended summer memberships.
The Financial Secretary shall timely update the online billing software.
Additionally, the Financial Secretary shall follow-up and collect and timely deposit all such monies and provide the Treasurer with the retained copy of the deposit slip and a detailed schedule identifying by family and amount the dues making up the deposit.
The Financial Secretary shall also be responsible for the timely deposit and notification of the Treasurer of all monies collected by the Club for whatever purpose (e.g. Guest Fees, Concessions, Social, etc.) and will prepare daily cash envelopes for front-desk and snack shack account reconciliation.
The Financial Secretary shall be bonded in an amount satisfactory to the Board of Directors and in a form which will assure the restoration to the Club in the case of his/her death, resignation, or removal from office, all books, papers, records, vouchers, money and other property of whatever kind in his/her possession and belonging to the Club. The Financial Secretary shall have no authority to sign checks or withdrawal or transfer funds from any of the Club’s accounts or investments.
The Treasurer shall keep full and accurate accounts and records in support of the Club’s receipts and disbursements. The Treasurer is responsible for the disbursement of the Club’s funds in accordance with the approved budget as modified by the Board of Directors, taking, maintaining and filing proper vouchers in support of all such disbursements.
The Treasurer is responsible for assuring the Club’s timely compliance with all Federal and State record keeping, reporting, and deposit requirements related to corporate income taxes, payroll taxes including personal income tax withholding, and other matters of a financial nature.
The Treasurer is also responsible for the approval of the Club’s Financial Report (Statement of Operating Revenues and Expenses, Balance Sheet, etc.) which is to be presented by the Treasurer at all regular meetings of the Board, the Membership, or upon special request.
The Treasurer is responsible for the coordination of the budget preparation process and for presenting the budget to both the Board of Directors at its October meeting and to the Active Membership for approval at the Annual Meeting. The Treasurer will prepare a financial report; a copy of which will be electronically mailed to the Membership with the notice of the Annual Meeting.
He/She shall be bonded in an amount satisfactory to the Board and in a form which will assure the restoration to the Club in case of his/her death, resignation, or removal from office of all books, papers, records, vouchers, money and other property of whatever kind in his/her possession belonging to the Club.
At the discretion of the Board of Directors, an accountant may be employed to make journal and ledger portions on a monthly and/or quarterly basis, and to close the books at the end of the fiscal year.
The Treasurer shall have recordkeeping responsibilities and authority to sign checks or withdrawal or transfer funds from any of the Club’s accounts or investments.
The Treasurer shall be responsible for the timely reconciliation of the Club’s checking accounts, bank account statements, etc. The Treasurer shall be responsible for securing any legal assistance required by the Board of Directors in the operation of the Club. Any suspected irregularities shall be immediately reported to the President.
The Treasurer shall also prepare and review the Club’s monthly Financial Report.
The Facilities Director shall exercise supervision over the pool and grounds of the Club and shall attend to the improvement and maintenance of the pool, buildings, operating equipment, other property of the Club, and the grounds.
The Social /Fundraising Director shall organize all of the Club’s Social Events. The Social Director keeps all receipts for reimbursement from the Treasurer. The Social Director shall work within the budget to order food, supplies and decorations. The Social Director shall communicate with the Membership by using the Club’s entrance White Boards and through the Secretary and or our Communications Director to activate the “Sign-Up Genius”, Email Blast or other modern methods of communications to inspire members to participate in Club events.
The Social Director shall organize all of the Club’s seasonal events. Examples include; Welcome Back Slash, Ice Cream Social, Movie Night, Tween Party, 4th of July Party, Adult / Happy Hour Parties, Employee Night and the End of Season Event. The Social Director will seek volunteers to help sets up for events, hands out wrist bands for party participants, help accomplish social agendas and finish the after-party clean-up. The Social Director gets contracts signed for the licensed DJ and secures a Liquor license when required.
The Social/ Fundraising Director shall organize all fundraising activities for the club. This will include coordinating restaurant nights, selling fence sign sponsorships, etc. All funds raised by the committee shall be designated toward capital improvements of the club.
Swim Team Relations
The Swim Team Relations Director shall be the Swim Team’s contact in the Board of Directors. The Swim Team Representative will keep track of all receipts and communicate with Treasurer regarding the Swim Team budget. The Swim Team Relations Director will represent the Club in the Community through our Club’s participation in the Suburban Swim League. The Swim Team Relations Director shall attend SSL Meetings, communicate with SSL Officials at swim meets and if our Club is chosen to host a SSL Time Trial, prepare a packet for each Coach that includes a heat sheet and food vouchers. The Swim Team Relations Director will help recommend and recruit Swim Coaches to the Board of Directors when necessary.
The Swim Team Relations Director will work with pool manager to prepare pool grounds for swim meets. The Swim Team Relations Director will communicate with parents, coaches, Swim Team Committee volunteers and the Board of Directors. The Swim Team Relations Director will coordinate volunteers needed for swim meets, to purchase food and supplies for concessions, coordinate with vendors to select swim apparel, optional clothing, trophies, gifts, banquet food and concession for all Swim Team activities.
ARTICLE VI: MEMBERSHIP
All individuals twenty-one years of age or older shall be eligible to apply for Principal Membership, subject to the conditions hereinafter provided.
The number of Principal Memberships shall not exceed 370.
A Principal Member shall be defined as a holder of a Bond which has been duly authorized by the Board of Directors, such Bond constituting the Principal Membership certificate.
It is intended that the membership of the Club shall consist mainly of family units, and thus there shall be the following membership classifications: Active Member, Junior Member, Associate Member, Special Member and Senior Member.
An Active Member shall be defined as a Principal Member, or spouse thereof, in good standing for whom dues have been paid, and thus shall be an adult (Section 6.1) and in turn may be an unmarried male or female, a husband and/or wife, or the head of a household (male or female).
A Junior Member shall be defined as a dependent child, under twenty-one years of age, of an Active Member and for whom dues have been paid.
An Associate Member shall be defined as an unmarried son, daughter, or ward of an Active Member and in his/her household, over twenty-one but under thirty years of age for whom dues have been paid.
A Special Member shall be defined as a dependent person or other person in the household of the Active Member or designated Babysitter(s) of the Active Member.
Special Members shall require the recommendation of the Membership Committee and approval of the Board for each swimming season, and upon such approval, separate and additional dues must be paid.
A Senior Member shall be defined as a Member who has a minimum age of 65 years with a consecutive membership of no less than 15 years. A Senior Member will turn in their Bond and will maintain their status as a member by paying an annual summer fee of $125; however, a Senior Member will not have voting privileges of an active Bond Holder. A Senior Membership will include a Spouse.
- Applicants for membership must be recommended by the Membership Committee and approved by the Board of Directors. Candidates for membership must be personally known and recommended by at least two Active Members. The recommending Active Members must represent more than one Principal Membership certificate (bond).
Upon recommendation by the Membership Committee and payment of an application fee (if required), the applicant’s name shall be entered on the posted waiting list. The Club shall issue a bond and required certificates of membership in consecutive chronological order to applicants as vacancies occur, subject to the required approval of the Board of Director and receipt of all required fees and dues.
Members of all classifications and their guests:
- Shall not engage in indecent or otherwise offensive conduct, or use profane or vulgar language on the Club premises.
- Shall at all times adhere strictly to Club rules, and to pool, grounds, safety, and sanitary regulations.
All rules are to be posted, and in addition, copies of all rules are to be furnished to Principal Members by the Financial Secretary.
Active Members in respect to Section 6.10 are responsible and will be held accountable for the conduct of their guests and for the conduct of their Junior, Associate, and/or Special Members, and in turn for the conduct of their guests.
Pool privileges of a member of any classification may be summarily suspended for violation of Club rules and regulations:
(a) for a period of not more than 24 hours by a responsible employee of the Club
(b) for a period of not more than 7 days by either the President or a member of the Executive Committee.
In the event of a suspension under the terms of this section, a written report of such suspension, containing the reasons therefore, shall be submitted by the person invoking the suspension to the President within 24 hours.
Punitive action beyond the scope of this section must be handled in accordance with Article IV, Section 4.6 (I).
An Inactive Membership shall be defined as that in which the necessary Active Membership dues and fees have not been paid by the required date of the swimming year, and swimming privileges for the swimming year are forfeited.
Any Junior, Associate, and/or Special Memberships and swimming privileges which would normally be available had the Active Membership not been delinquent are also forfeited for the swimming year.
The Board of Directors at its discretion may extend privileges of the Club for a swimming year to families or persons on the waiting list in consecutive chronological order per Section 6.9, giving due consideration to the capacity of the Club facilities and to the number of memberships of all classifications for whom dues have been received.
ARTICLE VII: DUES AND FEES
The Board of Directors, at its first meeting, shall establish dues for the ensuing swimming year, and the due date for payment.
No dues nor part thereof shall be refunded in the event that the pool operation is required to be suspended for any period, or where membership privileges have been temporarily suspended for reasons stated in Article IV, Section 4.6 (I) or Article VI, Section 6.12.
Application fees for persons being added to the posted waiting list will be set by the Board of Directors.
Guest fees and quotas will be set by the Board of Directors.
Memberships for which dues have not been paid in full by the due date of the fiscal year shall be considered delinquent. The Board of Directors shall establish penalty fees, payment of which, together with the unpaid dues or portion thereof, shall be required and must be received by the 30th day after the due date of the fiscal year in order to reinstate membership.
In accordance with Article VI, Section 6.13, a delinquent Active Membership (Inactive Membership) on the 30th day after the due date of the swimming year results in forfeiture of swimming privileges for all memberships available through that Active Membership.
Delinquent Junior, Associate, or Special Memberships may, upon written request, be reconsidered for reinstatement; such reinstatement shall be at the discretion of the Board of Directors and contingent upon full payment of dues and fees, and provided that the member meets all other requirements of a member in good standing.
Any property of the Club which is broken or damaged by a Member of any classification or his/her guests except when such damage is the result of normal and expected deterioration, shall be promptly paid for by said Member. Until such payment is received, it shall be considered as an indebtedness of the responsible Active Member per Article VI, Section 6.11.
Upon cessation of membership for any cause, all indebtedness owing the Club by the Member shall be a lien upon and charged against his/her bond. In the event of the Club being unable to obtain possession of the bond, it will be canceled on the books of the Club and a new bond issued thereof to a newly-elected Member.
In the case of the enforcement of a lien as above provided, neither the signature of the holder nor delivery of the bond shall be requisite to perfect the acquisition by the Club, and the Secretary of the Club is hereby authorized as Attorney of the holder of such bond, to make acquisition. Every bond issued is expressly subject to the provisions of this section.
When the current maximum pool membership has been reached, a waiting list will be established. All applicants for membership, after paying a non-refundable application fee and being approved for the waiting list, will be subject to the following conditions:
(a) Upon receipt of an offer from the Club of a bond purchase, the applicant must:
- i) Accept or refuse the offer within seven (7) calendar days of the offered date;
- ii) Pay the full bond fee plus current dues (when applicable) within fourteen (14) calendar days of the offered date.
- b) If the applicant has swimming privileges (through the payment of dues) at the time of the offer of the bond purchase, said swimming privileges will be:
- i) continued upon purchase of the bond; or
- ii) terminated immediately, without rebate, upon refusal to purchase said bond within the required time period.
ARTICLE VIII: CAPITALIZATION
The Club shall be capitalized initially by the sale of not more than 300 bonds with a face value of $250.00. The bond face value shall be increased to $290.00 effective February 5, 1970. All present bond-holders shall surrender their present bonds with a face value of $250.00 and, upon payment of the difference of $40.00, shall receive a new bond with a face value of $290.00. If for any reason the sale of additional bonds is authorized, such additional bonds must also have a face value of $290.00.
Bonds shall be non-transferable; with the exception in the case of Divorce. Allow a onetime transfer of a Bond in the case of the Death of a Spouse or Divorce: Proof of a Divorce Decree is Required. Bonds shall be redeemable at the request of the holder, subject to the conditions of Article VII, Section 7.9.
Bonds shall be callable at the discretion of the Board of Directors. Inactive Membership (Article VI, Section 6.13) for two consecutive years shall be sufficient cause to recall a bond.
In the event of a loss or destruction of a bond certificate, another certificate can be issued by the Club upon submission of suitable proof of such loss or destruction and the giving of a satisfactory bond of indemnity, whereupon the new bond will be entered into the records. The lost or destroyed bond will be removed from the records with due notation of the loss or destruction, and record of the bond of indemnity.
ARTICLE IX: DISSOLUTION
In the event of the dissolution of the Club in any manner for any cause, the bonds are a lien on the assets of the Club, after payment of bills having legal precedence.
After payment of all debts outstanding upon the effective date of dissolution of the Club, the surplus remaining shall be distributed prorata among the bond-holders in good standing.
ARTICLE X: MEETINGS
A. The Annual Meeting of the Club shall be held during the month of November or December of each year at such place and at such time as the Board of Directors may determine. Notice of the Annual Meeting shall be Electronically mailed to the Members at least fourteen (14) days prior thereto.
- The Annual Meeting shall be for the purpose of electing Directors, presenting committee reports, presenting the annual Budget and the Financial Report of the Treasurer, amending the Bylaws, and for the transaction of such other business as may be indicated in the notice, or may be brought before it by written request of any Active Member submitted seven (7) days in advance of the meeting.
- The notice of the Annual Meeting shall include:
1) The names of the candidates for Directors nominated by the Nominating Committee;
2) The names of the independent nominations for Directors submitted to the Secretary in accordance with Article XI, Section 11.2;
3) A copy of the proposed annual Budget;
4) A copy of the Financial Report of the Corporation; and
5) Proposed Bylaw amendments.
Special Meetings of the Club may be called by the Board of Directors. Also, upon written request of ten percent of the Active Members to the Secretary stating the purpose therefore, a Special Meeting shall be called by the Secretary within thirty (30) days. Notice of Special Meetings shall be given to Members at least seven (7) days prior thereto.
The notice shall state the purpose for which the Special Meeting is called, and no other business shall be transacted thereat.
Only Active Members shall be entitled to vote at meetings of the Club, and there shall be only one (1) vote per bond.
They may be represented by proxy if unable to attend in person. Voting may be by voice vote, but ten (10) Members (including those represented by proxy) shall have the right to demand voting by roll call. All proxies shall be filed with the Secretary before the meeting is called to order to be considered in voting issues.
Six (6) members of the Board of Directors, plus ten (10) other Active Members qualified to vote, present in person or by proxy, shall constitute a quorum at all Club meetings.
Whenever in these Bylaws notice to Active Members is required, the Electronic mailing of such notices to the last known Electronic mailing address of these Members shall constitute notice.
A. The Board of Directors shall hold its first meeting within sixty (60) days, in January following the Annual Meeting of the Members
- The Board of Directors may, by resolution, establish from time to time, a schedule of its other meetings and rules for the conduct, thereof.
- Special Meetings of the Board of Directors may be called by the President, and shall be called by the Secretary upon the request of two (2) members of the Board.
ARTICLE XI: NOMINATIONS
The Nominating Committee shall nominate at least one (1) candidate for each vacancy on the Board of Directors to be filled at the Annual Meeting and shall report such nominations to the Secretary not later than October 15, so that the Secretary can include notice thereof with the notice of the Annual Meeting Electronically mailed to the membership prior to each Annual Meeting.
Independent nominations of candidates for election at the Annual Meeting may be made by a letter, signed by fifteen (15) Active Members, including a statement of willingness of said nominee to be a candidate, and delivered to the Secretary not later than October 15, so that the Secretary can include notice thereof with the notice of the Annual Meeting Electronically mailed to the members entitled to vote.
Candidates for nomination must qualify for the office for which they are presented by meeting the provisions heretofore stated in these bylaws, and in addition, it is further stipulated that only one Active Member representing any bond may serve on the Board of Directors at any time.
ARTICLE XII: MISCELLANEOUS
Each person who acts as a Director 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 to which he is made a party by reason of his/her being or having been a Director or officer of the Club, except in relation to matters as to which he shall be adjudged in such action, suit, or proceedings to be liable for gross negligence or willful misconduct, and except any sum paid for the Club in settlement or an action, suit, or proceeding based on gross negligence or willful misconduct in the performance of his/her duties. The right of indemnification provided herein will insure to each Director or officer referred to above whether or not he is such Director or officer at the time such costs or expenses are imposed or incurred, and in the event of his/her death, shall extend to his/her legal representatives.
ARTICLE XIII: AMENDMENTS
The bylaws can be amended only by a two-thirds vote of the qualified Active Members in good standing represented in person or by proxy, provided at least seven (7) days’ notice of such amendment shall be given by Electronically mailed to these members by the Secretary.
Adopted 3/27/67; Revised 11/27/68; Revised 11/20/69; Revised 11/18/71; Revised 11/29/79; Revised 12/09/86;
Revised 12/87; Revised 12/88; Revised 12/89; Revised 12/06 (Article IV, Section 4.1, 4.2 and Article VI, Section
6.2); Revised 12/2014 (Article VI, Section 6.8A) Revised 12/7/2015 (Mailings changed to Electronic Mailings; All Articles and Sections.)
Revised 11/2020: Articles IV, V,VI, X, XII