Untitled Document

Oakbrook Swim & Tennis Club, Inc.
BY-LAWS

Amended 2/24/2010

I. Government

Section 1 – Management.
The Board of Directors, consisting of seven directors shall manage the Club.

Section 2 – Initial Board.
The Incorporators shall appoint the initial Board of Directors. Four of the initial Directors shall be appointed for a term of two years and three of the initial directors shall be appointed for a term of one year.

II. Board of Directors

Section 3 – Election of Directors.
Commencing with the annual meeting of the members of the Corporation to be held in 1990, and at each annual meeting of the members thereafter, the members shall elect the number of directors needed to fill the expiring term of the previous directors.

Section 4 – Authority of Board of Directors.
The Board of Directors shall have the authority and responsibility for controlling and managing the affairs of the Corporation, as well as its funds and property. The Board of Directors shall:

(a) Transact all corporate business.
(b) Make, amend and enforce rules for the regulation of the use of the Corporation’s property.
(c) Elect members.
(d) Fix, impose and remit penalties for violation of these regulations and other rules of the Corporation.
(e) Elect officers.
(f) Constitute and appoint committees and define the powers and duties of each committee.
(g) Establish annual dues and assessments, if any, and collect it from all members.

Section 5 – Term.
Each director (except for three of the initial directors) shall serve for a term of two years, or until their successors has been elected and qualified.

Section 6 – Vacancies in the Board.
Any vacancy in the Board of Directors shall be filled by a majority of the remaining members of the Board, said replacement to serve for the unexpired term of the vacancy.

Section 7 – Banks.
The Board of Directors shall designate the bank or banks in which the funds of the Corporation shall be deposited and shall determine the manner in which checks, drafts and other withdrawals from said accounts should be executed.

Section 8 – Annual Audits.
The Board shall cause the books of the Corporation to be audited annually by auditors selected by the Board who shall neither be directors or officers of the Corporation. The report of the auditors shall be available to the members at all times.

Section 9 – Quorum and Voting.
A majority of the Board shall constitute a quorum at all meetings of the Board. A vote of the majority of the directors present at any meeting at which a quorum is present shall be the action of the Board, except where a larger or different number or proportion is required under law, by the Articles of Incorporation or by these regulations.

Section 10 – Removal of Directors.
Any director may be removed from office by a majority vote of the membership at either the annual meeting or at a special meeting called for such purpose.

Section 11 – Meetings.
The first meeting of the Board of Directors in each year shall be held within 10 days after new board members are elected. Such first meeting shall be an organizational meeting, at which time the directors shall elect a president, vice president, secretary and treasurer and such other officers as they in their discretion may deem necessary. Meetings of the Board may be called by any officer, or by any two directors. The secretary shall give written or oral notice of each such meeting at least two days prior to the meeting by any legal method, provided that the entire Board of Directors may waive any such notice at any time. The attendance of any director at any meeting of directors without protesting the lack of proper notice shall be deemed to be a waiver of notice of that meeting. Meetings will be held at such place or places as determined by a majority of the directors.

Section 12 – Action without a Meeting.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if consent thereto in writing, setting forth the action so taken, is signed by all of the directors.

III. Members

Section 13 – Family Units.
Membership in the Corporation shall consist of family units. A family unit will be the head of the family, spouse and any close relatives permanently residing in the home. Other combinations of persons may be recognized as a family unit by a majority vote of the members. Each family unit shall be entitled to one vote on each issue that comes before the members.

Section 14 – Acceptance to Membership.
No membership shall become effective until affirmation approval by the Board of Directors. The Board of Directors may appoint a membership committee to make recommendations to the Board on all applications for membership. After the first seven members have been accepted by the Board, sponsorship by an existing member or director shall be required before action by the Board of Directors can proceed. The vote of the Board of Directors on each application for membership shall be by written ballot.

Section 15 – Use of Facilities.
All members of the Corporation and their guests shall be accorded use of the facilities of the Corporation subject to rules and regulations, which shall be adopted from time to time by the Board of Directors.

Section 16 – Termination and/or Suspension of Membership.
Any membership may be terminated and/or member suspended by the vote of two-thirds of the directors for any reason, including, but not limited to the following:

(a) Violations of these regulations.
(b) Violation of the rules of the Corporation as established from time to time.
(c) Nonpayment of any indebtedness to the Corporation (such termination and/or suspension shall not relieve the duty of the member to pay said indebtedness).
(d) Any action or conduct of the member and/or any member of his/her family unit, deemed by the directors to be prejudicial to the best interests of the Corporation.

Before any such action by the Board of Directors, the member shall be given at least ten days written notice of the charges and an opportunity to appear in person before the Board of Directors and to be heard on such charges. During suspension, the member and the members of his/her family unit shall be refused admittance to the Corporation’s property and refused use of all the Corporation’s facilities. Upon termination, the membership shall be purchased by the Corporation and sold or transferred in accordance with the terms of Paragraph 20 below.

Section 17 – Members’ Responsibility.
Any property of the Corporation broken or damaged by a member, any member of his/her family unit or his/her guests. shall be promptly paid for by the member. The club assumes no responsibility, and members and their guests, by acceptance of the privilege of the use of the facilities of the Corporation, waive all claims against the Corporation and its officers, directors, agents and employees, (a) for the property of the members’ and their guests which may be brought into or left in the Corporation’s facilities, and (b) for any accident or injury to any person.

Section 18 – Limitation on Memberships.
There shall not be more than 350 memberships outstanding at any time; provided however, that if the membership reaches 350, and if two-thirds of the members vote for an increase, the maximum membership can be increased in excess of 350. There shall be no geographical limit on where the family units reside.

Section 19 – Certificate Fee; Initiation Fee; Members to Receive Certificates of Membership.
Each member, when accepted by the Board of Directors, shall be notified in writing of his/her acceptance. Within one week of receipt of said written notice the new member shall pay in current funds the then-current certificate fee and the then-current initiation fee. The current certificate fee is $700 per membership. The initial initiation fee is hereby established at $300 per membership. Upon receipt of said payment, the Corporation shall issue the certificate of membership. The Board of Directors shall keep a record showing the names and addresses of the owners of all memberships, the names and ages of each member of the family unit and the dates of admissions, terminations and/or suspensions.

Section 20 – Membership Certificates.
Prior to admission, the applicant is required to purchase a membership certificate from either the corporation, or from a selling certificate holder. Such certificates are transferable only with prior written approval of the Board of Directors and are subject to any liens imposed on the membership certificate because of delinquent dues, assessments, and/or late fees. Cancelled/revoked certificates cannot be sold and will not be honored by the Corporation.

Section 21 – Divorce.
When a divorce or dissolution has been granted, the membership shall be transferred to one of the spouses, as per their signed written agreement submitted to the Board of Directors. In the absence of a signed written agreement being submitted to the Board of Directors prior to the later of (a) the day which is 30 days prior to the opening of the pool for the next swimming season or (b) 60 days after the granting of a divorce or dissolution, the membership shall be deemed to have been offered for sale to the Corporation, which shall offer it to the next qualified applicant on the waiting list or, if there is no waiting list, to the next qualified applicant who is accepted for admittance. After said membership has been sold, the then-current certificate fee shall be sent by check to the spouses as joint payees.

Section 22 – Voting.
Each member (the family unit) shall be entitled to one vote on each matter brought before the membership. If husband and wife hold by the certificate, the joint owners must mutually agree as to how said membership shall be voted. Votes may be cast by proxy, provided said proxy is in writing and has been presented to the secretary of the meeting prior to the vote. Only members in good standing shall be entitled to vote.

Section 24 – Annual Meeting.
The annual meeting of the members shall be held during the month of August at a time and place designated by the Board of Directors. During the 2010 season the term of the current Board shall be extended to coincide with the August meeting.

Section 25 – Special Meetings.
Special meetings of the members may be called at any time by the Board of Directors or by members holding in the aggregate one-fifth of the voting power of all members. The secretary shall call a special meeting to be held at a time fixed by the secretary, but not less than 10 days nor more than 35 days after the secretary shall have received a written request from the Board of Directors or a petition signed by members holding in the aggregate 20% of the voting power of all members. If the secretary neglects or refuses to issue said notice, and then any director of may issue the notice by any member who signed the petition.

Section 26 – Place of Meetings.
Meetings of the members shall be held at the principal office of the Corporation unless the Board of Directors, by resolution, designates a different place for the meeting, in which case the meeting shall be held at the place thus designated.

Section 27 – Notice of Meetings.
The secretary shall cause written notice of the time and place of each meeting of the members to be delivered, either personally or by mail, to the members entitled to vote, not less than 10 days nor more than 35 days before the date of the meeting.

Section 28 – Waiver of Notice.
The attendance of any member at any meeting of the members without protesting the lack of proper notice shall constitute a waiver of such notice.

Section 29 – Quorum.
Members holding 10% of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy shall constitute a quorum at a meeting of members.

Section 30 – Action without Meeting.
Any action required or permitted to be taken at any meeting of the members entitled to vote may be taken without a meeting if a consent thereto in writing, setting forth the action so taken, is signed by all members entitled to vote.

IV. Officers

Section 31 – Officers.
The Corporation shall have a president, treasurer, secretary and one or more vice presidents, the Board of Directors shall elect all of whom. The officers shall serve at the pleasure of the Board of Directors until their successors are elected and duly qualified. The Corporation may also have such assistant officers, as the Board of Directors may deem necessary, all of which shall be elected by the Board of Directors. The Board of Directors shall fill any vacancies in any office. Any officer may be removed by a vote of two-thirds of the Board of Directors.

Section 32 – President.
The president shall:

(a) Have general charge and authority over the business and affairs of the Corporation subject to the direction of the Board of Directors.
(b) Have authority to preside at all meetings of the members and of the Board of Directors.
(c) Have authority, acting alone, except as otherwise directed by the Board of Directors, to sign and deliver any document on behalf of the Corporation.
(d) Have such other powers and duties as the Board of Directors may assign to him or her.
(e) Be an ex officio member of all committees of the Corporation.

Section 33 – Vice President.
The vice president, or if there is more than one vice president, the vice presidents, in the order of their seniority, shall perform the duties of the president in his/her absence. The vice president(s) shall have such other powers and duties as the Board of Directors or the president may assign to him/her (them).

Section 34 – Secretary.
The secretary shall:

(a) Issue notices of all meetings for which notices are required to be given.
(b) Keep the minutes of all meetings and have charge of the corporate record books.
(c) Have such other duties and powers as the Board of Directors or the president may assign to him/her.

Section 35 – Treasurer.
The treasurer shall:

(a) Have the custody of all funds and securities of the Corporation.
(b) Keep adequate and current accounts of the Corporation’s affairs and transactions.
(c) Have such other duties and powers as the Board of Directors or the president may assign to him/her.

Section 36 – Other Officers.
Other officers and agents of the Corporation shall have such authority and perform such duties in the management of the Corporation as the Board of Directors or the president may assign to them.

V. Surety Bonds

Section 37 – Surety Bonds.
Surety bonds in such amounts and with such sureties as may be satisfactory to the Board of Directors shall be required of the treasurer and may be required by the Board of any other officers, agent or employee of the Corporation, the cost thereof to be paid by the Corporation.

VI. Committees

Section 38 – Committees.
The Board of Directors may create and establish from time to time, such committees, as it may deem best to carry out the administration of the Corporation. Members of such committees need not be directors and/or officers. However, all such committees shall be subject at all times to the control and direction of the Board of Directors and shall report all actions to the Board of Directors, either in writing or orally.

VII. Indemnification

Section 39 - Indemnification.
The Corporation shall indemnify any director, officer, former director and/or former officer against all expenses, including attorney fees, actually and reasonably incurred by him/her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he/she is made a party by reason of being or having been such director or officer, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his/her duties to the Corporation. The Corporation shall make said indemnification, so long as the director or officer or former director or former officer acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Corporation, and with respect to a criminal action, suit or proceeding, so long as he/she had no reasonable cause to believe that his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendre or its equivalent, shall not, in itself, create a presumption that the person did not act in good faith and/or in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action, suit or proceeding, that he/she had reasonable cause to believe that his/her conduct was unlawful.

Any indemnification under this section, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer or former director or former officer is proper in the circumstances because he/she has met the applicable standards of conduct set forth in this section. Such determination shall be made by (a) a majority vote of a quorum of the directors who were not and are not parties to or threatened with any such action, suit or proceeding, or (b) if such quorum is not attainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel who has been retained by the Corporation, or (c) by a court of competent jurisdiction, or (d) by the court in which such action, suit or proceeding was brought.

Expenses, including attorney fees, incurred in defending any action, suit or proceeding referred to in this section, may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon the receipt of an undertaking by or on behalf of the director, officer or former director or former officer, to repay such amount, unless it shall ultimately be determined that he/she is entitled to be indemnified by the Corporation as authorized in this section.

The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law, under any insurance policy purchased by the Corporation or under any other agreement.

VIII. Insurance

Section 40 - Insurance.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, protecting said persons against any liability asserted against him/her and/or incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the arising out of his/her status as such, whether or not the Corporation would have indemnified him/her against such liability under Section 39 of these By-laws.

IX. Capital Assessments

Section 41 – Capital Assessments.
Capital assessments may be made and levied upon the members of the Corporation from time to time, by the affirmative vote of two-thirds of the members entitled to vote which are represented in person or by proxy, at a meeting of members called and held for the express purpose of considering a capital assessment and provided that ten days’ notice by mail is given to each voting member of such proposed assessment.

X. Amendments to By-Laws

Section 42 - Amendments.
Any and all sections of this by-laws may be amended, modified or repealed, at any meeting of members at which a quorum is present, by the affirmative vote of a majority of the votes cast, provided that the notice of such meeting shall have contained the amendment, modification or repeal, or the substance thereof.

Amendment Notes from the February 2010 membership meeting:

An amendment to Section 23 was defeated and tabled for a year by voice vote of the members present. The text of the tabled proposal follows:

Section 23 – Annual Dues; payment of Indebtedness.
The Board of Directors shall establish the annual dues for the ensuing year in an amount sufficient to provide the necessary operating expenses of the Corporation and the property maintenance and improvement of the Corporation’s property and facilities. Such dues shall be payable by April 1 of each year. No dues or part thereof shall be refunded in the event that operations are required to be suspended for any period. In the event a member does not pay the annual dues or any indebtedness by the due date thereof, the member shall be delinquent and shall be subject to late and/or finance charges. If the delinquency continues through May 1, the member shall be notified by any form of confirmable delivery chosen by the Board of Directors as soon as possible. If the Corporation does not receive the required payment within 15 days following the mailing or transmittal of the delinquency notice, the delinquent member shall cease to have any of the privileges offered to members (including the rights to vote and to use the Corporation’s facilities) until all indebtedness owed to the Corporation is paid in full. The annual membership dues, late fees and finance charges shall become a lien against the certificate held by the member. When the amount of the lien equals or exceeds face value of the certificate, then the Corporation shall redeem the certificate in exchange for the delinquent indebtedness. Notice of redemption shall be sent to the certificate holder thirty (30) days prior to redemption to allow the certificate holder the opportunity to pay the delinquent indebtedness owed to the Corporation. (These dates can be established differently each year if set by the Board of Directors). Notification of desire to resign from membership does not relieve a certificate holder of their obligation to pay dues, fees, or assessments owed, due or levied before their certificate is sold.