By-laws of Lawn Aqua Club

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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.
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