Bylaws: Difference between revisions

AMENDED AND RESTATED BY-LAWS OF THE FAIRWAY FARMS SWIM AND TENNIS CLUB AS OF AUGUST 15, 2023.

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 and until their successors have been chosen. The two Swim Team Coordinator positions shall be elected together.

The Board of Directors shall consist of a President, a [[Board Vice President|Vice President]], a Secretary, a Treasurer and Vice Treasurer and such other representatives and chairpersons of committees, as the Board of Directors shall deem appropriate.

the year following their two year term. The past Board Member shall be responsible for the Capital Assessment Fee. No other compensation shall be received by any Board Members.

The Treasurer and Vice Treasurer shall attend to keeping the accounts of the Club, collecting its revenues, and paying its bills as approved by the Board of Directors or other agency authorized by the Board to incur them. The Treasurer shall deposit funds of the Club received by the Treasurer, in the name of the Club in such depository as may be authorized by the Board. The Treasurer shall perform such other duties pertaining to his office as may be asked by the Board.

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 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.

 

<li>At the beginning of each year, the Board of directors shall establish dues and fees for each class of membership for the upcoming season. These dues, along with the capital assessment fee as described in Article VII, Section 1(g) are due by March 15 of each year. A member may also pay dues in monthly installments of $200.00 each, with the first installment being due on March 1. The member who wishes to pay in monthly installments shall submit three checks payable to Fairway Farms, dated March 1, April 1 and May 1, and submit all three checks prior to March 1. The club will hold these three checks and present them to the bank for payment after the check dates. The member may either submit a fourth check dated March 15 for the capital assessment, or may add the capital assessment to the first check dated March 1. No installment payments will be accepted without the capital assessment check. Under either option, the envelope must be postmarked by the due date in order to avoid late fees. Additionally, the member may choose to pay by credit card (with fees, if applicable) through the current portal being utilized by Fairway Farms. A full payment must be made by the end of the day on March 15th or the payment plan must be entered by March 15th via the portal to avoid late fees. </li>

<li>Without the approval of the membership, the Board of Directors may not increase the dues and fees for any year by more than 10% from the immediately preceding year and in any case by more than 25% in the aggregate in any 5 year period.</li>

<li>Dues and fees shall be sufficient to provide for the necessary operating expenses of the Club and the proper maintenance and improvement of its property, and such dues and fees shall be payable by such date as the Board of Directors shall determine (the "Due Date"). Any member who does not submit payment as described in section 1(a) or other indebtedness shall be subject to the following penalty of such delinquent amount and the same shall become immediately due and payable: If remitted within the first and second calendar week after the due date, a 10% penalty, if remitted within the third and fourth calendar week after the due date, a 15% penalty, if remitted within the fifth and sixth calendar week after the due date, a 25% penalty. Until such time as all such fees, dues, indebtedness, and penalties are “paid in full,” the Member shall be denied use of all Club facilities for that year’s season. Under no circumstances shall a member that is not “paid in full” be admitted to the club or participate in club activities.  Furthermore, if not paid by May 1, please reference Section 8 of Article VII. </li>

<li>June 16 through June 30 = 80% of Dues and Fees</li>

<li>July 1 through July 15 = 60% of Dues and Fees</li>

<li>July 16 through July 31= 40% of Dues and Fees</li>

<li>August 1 through August 15 20% of Dues and Fees</li>

<li>August 16 through close of Club for the season - no Dues or Fees required.</li>

Provided that the total amount of Dues and Fees paid by the former Member and the new Member shall not exceed the total amount of Dues and Fees payable to the Club for the year for each membership.</li>

<li>A Capital Improvement Fee of one hundred fifty dollars ($150) is to be paid per bond in cash or other conditions as established from time to time by the Board of Directors as pursuant to the vote of the members at the General Membership meeting held in 2020 and continuing on a yearly basis until amended as outlined in this Article. The Capital Improvement Fee will be used toward pool renovations and other improvements or repairs necessary to function as voted by the Board of Directors.</li>

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>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>

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|rowspan=4|August 2020

|Article III Section 2

|Changed swim team coordinator terms (alignment for the lost 2020 season) per approval by the board and members at the 2020 annual meeting.

|Article VI Section 1

|Article VII Section 1, g

|Article VII Section 1, h (added)

|Added the Capital Recovery fee of $100 per approval by the board and members at the 2020 annual meeting.