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Matt Parnell (talk | contribs) (Created page with "AMENDED AND RESTATED BY-LAWS OF THE FAIRWAY FARMS SWIM AND TENNIS CLUB AS OF AUGUST 27, 2018 ==ARTICLE I - NAME== The name of this Corporation shall be the FAIRWAY FARMS SWIM...") |
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The Club shall be managed by a Board of Directors of at least four (4) and no more than thirteen (13) in number, the exact number of which shall be determined by the Board of Directors from time to time. In addition to this number, the Manager of the Pool shall be an Advisory Director and shall be entitled to all the rights and privileges of that position except, the Manager shall not be entitled to vote nor shall his presence at any meeting of the Board of Directors count towards establishing a required quorum. | The Club shall be managed by a Board of Directors of at least four (4) and no more than thirteen (13) in number, the exact number of which shall be determined by the Board of Directors from time to time. In addition to this number, the Manager of the Pool shall be an Advisory Director and shall be entitled to all the rights and privileges of that position except, the Manager shall not be entitled to vote nor shall his presence at any meeting of the Board of Directors count towards establishing a required quorum. | ||
===Section 2=== | ===Section 2=== | ||
At each annual meeting of the Active Members of the Club, the Vice President and alternatively, one-half of the other directors shall be elected each year from among the Active members. The President and 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 2019 and 2020. The next Swim Team Coordinator term shall be for three years in 2021, 2022 and 2023 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. | At each annual meeting of the Active Members of the Club, 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 2019 and 2020. The next Swim Team Coordinator term shall be for three years in 2021, 2022 and 2023 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. | ||
===Section 3=== | ===Section 3=== | ||
Any Member of the Board of Directors who shall cease to hold Active Membership in the Club automatically shall cease to be a Member of the Board of Directors. Except as otherwise provided in Article VIII, Section 6, vacancies in the Board of Directors shall be appointed by the remaining Members of the Board, though less than a quorum, and each person so appointed shall be a Director until his successor is elected by the Members at the next annual meeting. | Any Member of the Board of Directors who shall cease to hold Active Membership in the Club automatically shall cease to be a Member of the Board of Directors. Except as otherwise provided in Article VIII, Section 6, vacancies in the Board of Directors shall be appointed by the remaining Members of the Board, though less than a quorum, and each person so appointed shall be a Director until his successor is elected by the Members at the next annual meeting. | ||
==ARTICLE IV - BOARD OF DIRECTORS== | ==ARTICLE IV - BOARD OF DIRECTORS== | ||
===Section 1=== | ===Section 1=== | ||
The Board of Directors shall consist of a President, a Vice | The Board of Directors shall consist of a President, a [[Board Vice President|Vice President]], a Secretary, and a Treasurer and such other representatives and chairpersons of committees, as the Board of Directors shall deem appropriate. | ||
===Section 2=== | ===Section 2=== | ||
The Board of Directors shall transact all Club business and shall have the authority to make and amend rules and regulations for the operation of Club and the Club's facilities. It may appoint and remove such clerks, agents; servants or employees as it may deem necessary and may fix their duties and compensation. The Board may constitute and appoint committees and define the powers and duties of the same. | The Board of Directors shall transact all Club business and shall have the authority to make and amend rules and regulations for the operation of Club and the Club's facilities. It may appoint and remove such clerks, agents; servants or employees as it may deem necessary and may fix their duties and compensation. The Board may constitute and appoint committees and define the powers and duties of the same. | ||
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The Board of Directors shall cause the books of the Club to be reviewed and prepared annually by Certified Public Accountants, selected by the Board, who shall neither be Members of the Board of Directors nor officers of the Club, and the report of the accountants shall be available to the Members upon request. | The Board of Directors shall cause the books of the Club to be reviewed and prepared annually by Certified Public Accountants, selected by the Board, who shall neither be Members of the Board of Directors nor officers of the Club, and the report of the accountants shall be available to the Members upon request. | ||
===Section 6=== | ===Section 6=== | ||
The Board of Directors shall meet at least once a month during the months of January, February, March, April, May, June, July, August, September and October and at such other times, as it may deem appropriate. The Board shall be presided over by the President; in his absence the Board shall be presided over by the Vice-President. A majority of the Members of the Board present in person shall constitute a quorum. Voting members of the Board of Directors shall consist of the President, Vice President, Treasurer, Secretary, Membership and one representative from Building and Grounds, Social, Concessions and Swim Team. Members of such committees must reach a consensus or that committee will abstain from the vote. A majority vote of the Board Members present at a properly constituted meeting shall be required to carry a resolution or motion. Special meetings may be called by the President and shall be called by the Secretary upon the request of two (2) Members of the Board. | The Board of Directors shall meet at least once a month during the months of January, February, March, April, May, June, July, August, September and October and at such other times, as it may deem appropriate. The Board shall be presided over by the President; in his absence the Board shall be presided over by the Vice-President. A majority of the Members of the Board present in person shall constitute a quorum. Voting members of the Board of Directors shall consist of the President, [[Board Vice President|Vice President]], Treasurer, Secretary, Membership and one representative from Building and Grounds, Social, Concessions and Swim Team. Members of such committees must reach a consensus or that committee will abstain from the vote. A majority vote of the Board Members present at a properly constituted meeting shall be required to carry a resolution or motion. Special meetings may be called by the President and shall be called by the Secretary upon the request of two (2) Members of the Board. | ||
===Section 7=== | ===Section 7=== | ||
In the event a question before the Board of Directors results in a tie vote, which cannot be resolved, the question may then be submitted to the membership for decision. | In the event a question before the Board of Directors results in a tie vote, which cannot be resolved, the question may then be submitted to the membership for decision. | ||
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The President shall preside at all meetings of the Club and of the Board of Directors. He shall be the administrative officer of the Club. He shall appoint, subject to confirmation by the Board of Directors special committees. He shall be, ex-officio, a Member of all committees. | The President shall preside at all meetings of the Club and of the Board of Directors. He shall be the administrative officer of the Club. He shall appoint, subject to confirmation by the Board of Directors special committees. He shall be, ex-officio, a Member of all committees. | ||
===Section 2=== | ===Section 2=== | ||
The Vice-President, in the absence or temporary disability of the President, shall act in the President's stead. The Vice President shall under the direction of the President, attend to the business and financial operations of the Club and shall be, ex-officio, a Member of all committees. After serving one year as Vice President, the Vice President shall serve as President for the following year. If the Vice President is then unable or unwilling to assume the office of President, a President shall be elected by the Members of the Club in the manner prescribed by the By-Laws. | The Vice-President, in the absence or temporary disability of the President, shall act in the President's stead. The [[Board Vice President|Vice President]] shall under the direction of the President, attend to the business and financial operations of the Club and shall be, ex-officio, a Member of all committees. After serving one year as [[Board Vice President|Vice President]], the [[Board Vice President|Vice President]] shall serve as President for the following year. If the [[Board Vice President|Vice President]] is then unable or unwilling to assume the office of President, a President shall be elected by the Members of the Club in the manner prescribed by the By-Laws. | ||
===Section 3=== | ===Section 3=== | ||
The Secretary or designate, shall send out the notices of the meetings of the Club and of the Board of Directors; keep the Minutes; mail any Club newsletter and the dues notices; and attend to the correspondence pertaining to such office. The Secretary shall perform such other duties pertaining to the office as may be asked by the Board of Directors. | The Secretary or designate, shall send out the notices of the meetings of the Club and of the Board of Directors; keep the Minutes; mail any Club newsletter and the dues notices; and attend to the correspondence pertaining to such office. The Secretary shall perform such other duties pertaining to the office as may be asked by the Board of Directors. | ||