By-laws of Lawn Aqua Club
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
By-laws of Lawn Aqua Club February 28, 2018 – Approved / Formal Board Adoption Pending Dear Members of Lawn Aqua Club (“the Club”): The purpose of this revision and updating of the Club’s Bylaws is to safeguard the interests of the members of the Club, building upon the framework established by the founders of the Club. Our aim is to give management and members the flexibility to adjust to changes in member interests and priorities while preserving the underlying values that define the character of the Club and its members. Lawn Aqua Club is a member-owned, not-for-profit corporation. These Bylaws supersede and replace any and all previous Club Bylaws (including those last Revised, October 1993) in the entirety. Article I. Registered Office and Agent Section 1. Registered Office: The principal office of the Club shall be 4500 W. 111th St, Oak Lawn, IL 60453. Section 2. Registered Agent: The Registered Agent of the Club shall be the Vice President & Recording Secretary of the Board of Directors. Article II. Purpose & Definitions Section 1. Purpose The purpose of the Club is to provide a private facility to foster and promote recreational and social activities for the Club’s members and guests. Section 2. Definitions a) “Household” is defined as individuals related by blood, marriage, or law living at the same physical address. b) “Adult Individual” is defined as a person aged twenty-one (21) or older. c) “Head(s) of Household” is defined as up to two (2) Adult Individuals per Household who the Club recognizes as being responsible for keeping the Household in Good Standing with the Club. d) “Good Standing” is defined as a Household that is current with dues, fees, and assessments, and no individual within the Household is currently suspended from the Club. e) “Equity Members” is defined as members in Good Standing during the year 2017 who own either a Full-share ($450) or Half-share ($225) equity bond that they purchased as part of their original membership.
Article III. Governing Body Section 1. Board of Directors: a) Governance: The Club shall be governed by twelve (12) persons comprising a Board of Directors (“Directors”), all of whom shall be Club members who are Heads of Households in Good Standing. There may be no more than one (1) Director per Club Household. b) Director Areas of Responsibility: The Director positions and their areas of responsibility are as follows: a. President: Principal point-of-contact for the Club; presides over the Club’s meetings. Coordinates with the Events Directors to ensure that each season’s calendar is full of enjoyable events and activities. b. Vice President & Recording Secretary: Acts as the Club’s Registered Agent; prepares Meeting Agendas and Minutes. c. Vice President, Membership: maintains the Club’s membership roll, and works with the Director of Technology and Director of Marketing to promote the Club and grow its membership. d. Vice President, Operations: Acts in the President’s stead, in the event of the President’s absence or disability, and provides guidance to employees on the Club’s operations with focuses on professionalism and efficiency. e. Treasurer: Coordinates the Clubs business and financial operations and prepares the annual tax return. f. Director of Risk Management: Oversees the Club’s risk profile and insurance needs. g. Director of Technology: Develops and maintains the Club’s technology needs and social networks. h. Director of Pools & Maintenance: Oversees the Club’s maintenance needs including pool water quality, painting, landscaping, and waste hauling. i. Director of Infrastructure & MEP: Oversees the Club’s facilities and solicits bids from contractors for work needed on the Club’s mechanical, electrical, and plumbing infrastructure. j. Director of Marketing & Promotion: Works with the Director of Membership to Promote the Club. k. Director of Children’s Events: Works with the Social Chair to ensure that each season’s calendar is full of enjoyable Children-oriented events and activities. l. Director of Adult Events: Works with the Social Chair to ensure that each season’s calendar is full of enjoyable Adult-oriented events and activities. c) Director Meetings: The Board of Director’s meet on the 2nd Saturday of each month at 10 am, and the 4th Wednesday of the month at 7 pm, in the Club’s clubhouse between months of March and October, and at a location TBD for the months between November and February. These meetings are open to Club member Heads of Households, but not to the general public. d) Director Compensation: Directors shall not be paid any compensation from the Club, but will have their Household’s dues, fees, and assessments waived during their term(s) of service.
Section 2. Elections: a) Elections for Director positions will take place at the October Board of Directors meeting during even-numbered years beginning in the year 2020. b) Directors will serve two (2) year terms, and may serve two (2) or more consecutive terms upon approval of the Board of Directors. c) To ensure continuity in Club operations, elections of Director positions will be staggered as follows: October 2020 Vice President of Operations, Treasurer, Director of Risk Management, Director of Pools & Maintenance, Director of Marketing & Promotion, Director of Adult Events October 2022 President, Social Chair, Director of Membership, Director of Technology, Director of Infrastructure & MEP, Director of Children’s Events d) Nominations for Director positions will be taken during the month of September prior to October elections. To be placed on the ballot candidates must provide the following to the Club President: 1. Signed (by candidate) request to be placed on the ballot; 2. Names of 10 (ten) Heads of Households (maximum of 1 per Household) in Good Standing who support the nomination. e) Notice of Elections will be sent to the Club’s Households via email and text messages at least ten (10) days before the elections. f) Only one (1) Head of Household per Household in Good Standing is eligible to vote and/or nominate. g) Votes can be cast in-person at the October meeting or via email before the beginning of said meeting. h) Nominations for Directors may be made from the floor at the October meeting if there are not enough nominees to fill Director vacancies. i) The candidates receiving the largest number of votes will be elected to the Board. Section 3. Director Appointment & Removal Directors may be appointed by a simple majority vote of the Board in the event a Director resigns, discontinues Club membership, or is otherwise unable to serve his/her full term. Such appointed Directors shall serve out the balance of the term of the Director they replace. A Director who discontinues membership, is convicted of serious criminal activity or fails to attend three (3) consecutive Board meetings, is subject to removal as Director by a simple majority vote of the Board of Directors. Section 4. Tie Votes If an issue before the Board results in a tie vote that cannot be settled by the Directors, the issue will be presented to the member Households via email and text and voted upon at the next properly noticed Board of Directors meeting and settled by a simple majority vote of the Head of Households (maximum of one (1) vote per Household) in good standing attending that meeting.
Article IV. Director Powers & Responsibilities Section 1. The Board of Directors shall: a) Transact all Club business and make and amend rules that regulate use of the Club’s property. b) Designate the bank or other financial institution in which the funds of the Club shall be deposited, and determine the way in which checks, drafts and other instruments for deposit and withdrawal shall be executed. c) Require that the Club Treasurer and at least one additional Director approve all payments made on behalf of the Club. d) Appoint and remove personnel, define their roles and responsibilities, and determine their compensation. e) Act as a screening committee for new members f) Create committees, appoint members, and define their powers and duties. g) Update the “Lawn Aqua Club Rules” each year, provide them to the membership, and determine penalties for violations of same. h) Approve special assessments. i) Borrow money on behalf of the Club for infrastructure improvements and to meet unusual, non-recurring funding needs. Borrowings in excess of $10,000 must be approved by a super-majority vote (2/3rds) of the Board of Directors. Article V. Lawn Aqua Club Rules Prior to the opening of the Club each season the Directors will approve the “Lawn Aqua Club Rules” that all members and employees must follow, and it is the responsibility of each member to read, understand and follow them. Copies of the Rules will be sent to members via email before the Club opens each season, and will be available at the Club. Members’ payment of Dues each year will serve as acknowledgement that they have read, understand, and will follow the Rules. Article VI. Membership Section 1. Criteria Members of the Club will be defined as any individual belonging to a member Household who meet the following criteria: 1. The Household is in Good Standing. 2. The Household has on file references from three (3) Households in Good Standing at the time of application. 3. The Household receives approval of membership by the Lawn Aqua Club Board of Directors. 4. A Household is only allowed to have a maximum of two (2) Adult Individuals over the age of twenty-five (25) as members. The Board reserves the right to grant exceptions above two (2) Adult Individuals maximum for the parent or parents of Heads of Households that live within the Household.
Section 2. Voting Rights One Head of Household per Household in Good Standing is eligible to vote for Director candidates and on issues or matters presented by the Directors. Votes may be in-person at a properly noticed Board of Director’s meeting, or via email before beginning of said meeting. Proxy votes will not be allowed. Section 3. Cessation, Expulsion, and Suspension a) Club Membership will cease if a Household fails to keep current on dues, fees, and assessments. b) Club Membership will cease for a member or a Household if a member or a Household is expelled by a unanimous vote of the Directors for behavior including, but not limited to, serious, deliberate and sustained violation of the Club’s Bylaws or Rules and Regulations. c) Club Membership may be suspended for a member or a Household for lesser offenses, for a period not exceeding one (1) month, by a super-majority (2/3rds) vote of the Directors. d) In the case of expulsions and suspensions the member or Household will receive a written report stating the reason(s) for such action and the member or Household will have the ability to appeal the decision at the next properly noticed Board of Directors meeting. Section 4. Limits The number of Household memberships in the Club may not exceed five-hundred (500), but the Board of Directors can grant exceptions. Section 5. Dissolution In the event of the dissolution of the Club, and after all expenses related to the dissolution have been paid and the property sold, any surplus funds shall be divided evenly among all Club Households in Good Standing. Article VII. Dues, Fees, and Assessments a) The Directors shall collect dues, fees, and assessments each year in amounts sufficient to provide for the Club’s operating expenses. b) If necessary, the Directors shall levy special assessments to provide for any needed improvements, repairs, or emergency expenses. c) The Directors will determine the amounts of dues, fees, and assessments needed each year and communicate these to Club Households in the Club’s Spring newsletter and via email and group text messages. d) The Club shall not refund any dues, fees, or assessments paid by the members, in whole or in part, for any reason. e) Bonds of Equity Members (as of 2017) will be redeemed in the form of off-sets to future dues, fees, and assessments as follows: a. Full-share Bonds ($450): $200 off-set during the 2019 season; $250 off-set during the 2020 season. b. Half-share Bonds ($225): $100 off-set during the 2019 season; $125 off-set during the 2020 season.
f) Equity Members can transfer their off-sets to other members for use against dues, fees, and assessments in the years they are eligible, or “donate” their bonds, in full or in part, back to the Club to use on improvements. g) Once the value of the bond has been redeemed or donated back to the Club, it will be deemed worthless. h) Beginning in 2018 no new Equity bonds will be issued. Article VIII. Miscellaneous Section 1. a) Any person who serves as a Director or Officer of the Club, or in any hired or appointed position reporting directly to the Board of Directors, shall be indemnified by the Club against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party, by reason of his/her being or having been a Director, Officer employee or appointee of the Board of Directors, except in relation to matters to which he/she shall be adjudged in such action suit, or proceeding to be liable due to willful misconduct, and except any sum paid for the Club in settlement of an action, suit, or proceeding based on willful misconduct in the performance of his/her duties. b) The right of indemnification provided herein shall inure to each person in the position named above, whether or not he/she is serving in one or more of the positions named. Section 2. Any questions as to the proper interpretation of any of the provisions of these by laws shall be determined by the Board of Directors. Section 3. These Bylaws may be amended or modified by a two-thirds (2/3) vote of Club Households in Good Standing, provided at least ten (10) days’ notice of such modification/amendment proposal is provided to membership Households via email and text message. Votes can be made in person or via email. Section 4. All points of order not covered by these Bylaws shall be ruled upon according to Robert’s Rules of Order. Section 5. The Board of Directors is authorized to seek such counsel as is appropriate in relation to the status and affairs of the Club. Professional assistance will be called upon to defend and maintain the basic interests of the owners of the Club who are the co-owners of the Club’s assets and good name.
You can also read