Bylaws: Difference between revisions

The purpose for which the Club is formed is to operate a swimming pool and other recreational and social facilities, in the City of Livonia, State of Michigan, for the benefit of the Members, and to sell memberships in the Club to residents of Livonia and bordering communities. For purposes of this Article, the term "bordering communities" shall mean those cities and townships that touch any border of Livonia (including those cities within a township touching any border of Livonia). The exact number of Members in the Club who are not Livonia residents shall be determined from time to time by the Board of Directors. However, in no case shall the total number of Members who are not Livonia residents ever exceed forty percent (40%) of the total membership at any one time. This limitation shall not, however, affect the status of any Member in the Club who is not a Livonia resident once that Member is admitted to the Club unless that Member moves out of a bordering community. In determining the exact number of Members in the Club who are not Livonia residents, the Board of Directors shall give full consideration to the number of Livonia residents waiting for membership in the Club and shall give those Livonia residents such preference over other applicants from bordering communities that the Board of Directors shall consider appropriate.

At each general membership meeting, the [[Board Vice President|Vice President]] and alternatively, one-half of the other directors shall be elected each year from among the Active members. The President and [[Board Vice President|Vice President]] shall each serve a term of one year and all the other Directors shall serve for a term of two years (except as otherwise provided in Article VIII, Section 6) and until their successors have been chosen. The two Swim Team Coordinator positions shall be elected together and shall serve a term of two years in 2021 and 2022, 2023 and 2024, and 2025 and 2026. The next Swim Team Coordinator term shall be for three years in 2027, 2028 and 2029 and shall continue to alternate on two year then three-year terms. Any person elected to the Board of Directors for a particular office or committee shall not be entitled to serve a successive term for the same office or committee unless such person was elected to fill a vacancy in such office or committee or no one else in standing for election to such office or committee and the Board of Directors asks such person to serve again, in which case, such person can serve a successive term.

The Membership of the Club shall be of three (3) classes: Standard, Empty Nester, and Associate. Standard memberships shall be limited to a maximum of three hundred fifty-five (355). Empty Nester memberships shall be limited to a maximum of twenty five (25).  Associate memberships shall be limited to a number determined by the Board of Directors.  For purposes of these Bylaws, active membership shall include both Standard and Empty Nester memberships.

A Standard Member shall consist of those persons, not to exceed two (2), holding a Certificate of Membership and their unmarried children residing in their home. Proof of residency for unmarried adult children may be requested by the Membership Chair. Certificate of Membership shall be issued to no more than two adult names living in the same household. The Certificate shall provide for a right of survivorship.

Section 3a - An Empty Nester Member shall consist of those persons, not to exceed two (2), holding a certificate of membership. To qualify as an Empty Nester Member, both persons must live in the same household, and have been a Standard Member of Fairway Farms Swim Club for a minimum of 10 years. Empty Nester Members cannot have an Associate Membership added. Empty Nester Memberships can only be converted from existing Standard Memberships that have been in good standing with the club for a minimum of 10 years. Empty Nester bond conversion requests shall be approved by the Board of Directors on a case-by-case basis. Once a Standard Membership has been converted to an Empty Nester Membership, a Standard Membership will be made available to the next family on the waitlist. Should an Empty Nester Membership wish to convert back to a Standard Membership, the member will notify the Membership Chairperson and their name will be placed at the end of the waitlist at the time notice is given.

Section 3b - An Associate Member is defined as a relative or other person associated with a Standard Member (Mother, Father, Stepdaughter, Stepson, Nephew, Niece, Grandchild, etc), as approved by the Board of Directors in its sole and unfettered discretion. The terms and conditions of any Associate membership (including the amount of dues and fees payable for such membership and the term of such membership) shall be determined by the Board of Directors. An Associate membership may not be sold, assigned or transferred.

Candidates for Standard membership in the Club may be required to pay a nonrefundable application fee upon making application for membership. Moreover all applicants for Standard and Associate Membership in the Club shall be required to pay a non-refundable initiation fee upon being granted membership. Notwithstanding the provisions of Article VII Section I (a) to the contrary, the amount of the application fee, if any, and the amount of the initiation fee shall be determined by the Board of Directors from time to time provided however, the amount of the initiation fee shall not exceed $50.00.

As a condition to Standard Membership, a Certificate of Membership shall be purchased. All such Certificates shall be sold for the sum of $650.00 cash. Initiation fees, dues and other fees shall be in addition to the cost of the Certificate of Membership.

<li>If a Standard Member desires to sell, assign, transfer or in any manner, dispose of a Certificate of Membership, such Member must first offer to sell the Certificate to the Club in writing. The Club shall then have thirty (30) days within which to accept the offer. Such Member may withdraw said offer at any time before the Club accepts the offer by providing the Club with written notice thereof. If the Club accepts the offer, it shall provide notice thereof to such Member and Within 30 days of such notice, the Club shall tender the agreed upon sum to such Member whereupon; the Certificate of Membership shall be surrendered to the Club.</li>

<li>If the Club fails to accept any such offer to sell within thirty (30) days of receipt of such offer or the Club, having duly accepted the offer, fails to tender the repurchase price within thirty (30) days after notifying such Member of its acceptance, then in either such event, the restrictions on the sale of that particular Certificate of Membership shall terminate and the holder of the Certificate shall be free to sell or transfer the Certificate upon the open market to any other person who is eligible for Standard membership under these By-Laws and who shall pay the required initiation fee and dues.</li>

<li>If an Empty Nester wishes to resign their membership, the Empty Nester Member shall inform the club in writing. The club will have 60 days to refund the Membership Certificate in full. The member will have 60 days to rescind their resignation and remain an Empty Nester Member. Once the Membership Certificate has been repaid to the member, they are officially removed as a member of the club. Empty Nester Memberships cannot be transferred.</li>

<li>Unless otherwise provided by law, the Club shall indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of the Club, by reason of the fact that he or she is or was a director, officer, or employee of the Club, or is or was serving at the request of the Club as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint Venture, trust, or other enterprise, whether for profit or not, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Club or its Members, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be or not opposed to the best interests of the Club or its Members, and with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.</li>

<li>Unless otherwise provided by law, the Club shall indemnify any person who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the Club to procure a judgment in its favor or by reason of the fact that he or she is or was a director, officer, or employee of the Club, or is or was serving at the request of the Club as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys' fees, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Club or its Members. However, indemnification shall not be made for a claim, issue, or matter in which the person has been found liable to the Club unless and only to the extent that the court in which the action or suit was brought has determined upon application that despite the adjudication of liability, but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses which the court considers proper.</li>