BYLAWS OF BOLTON SWIM & TENNIS LTD.
Adopted by the Board of Governors March 10, 1973
Revised and approved by the Board of Governors September 18, 1974
Revised and approved by the Board of Governors March 19, 2018
Revised and approved by the Board of Governors January 28, 2019
ARTICLE I. NAME
1. The name of the Corporation shall be Bolton Swim & Tennis, Ltd.
ARTICLE II. OBJECT
1. The object of the Corporation shall be to organize, operate, and maintain a facility for social, athletic, and educational purposes to include swimming, tennis, and other recreational activities for its Members.
ARTICLE III. MEMBERSHIP
1. A Membership shall be defined as any individual or group of individuals as allowed under these Bylaws who are owners of a share of stock in good standing. There shall be such categories or classes of Membership as set forth and defined in the Members’ Rules and Regulations. Members shall be those individuals included within a Membership.
2. Each Membership in good standing shall have the right to use the facilities subject to the Rules and Regulations that govern the use of the facilities.
ARTICLE IV. GOOD STANDING
1. A Membership and Member shall be deemed in good standing unless:
a. The Member is suspended for disciplinary infraction, or
b. The stock certificate held by the Membership is not paid in full, or
c. The current and any prior annual membership fee has not been paid in full, or
d. Any bills rendered to the Membership by or on behalf of the Corporation remain unpaid in excess of thirty (30) days after having been rendered.
ARTICLE V. BOARD OF GOVERNORS
1. Board of Governors
a. The Board of Governors shall be elected from among the Members in Good Standing, except that no more than one (1) Member from each separate Membership shall be eligible to serve on the Board at the same time.
b. Members of the Board shall serve a three (3) year term, and be elected and serve in a manner such that there shall be seven (7) Members whose terms will end in each of three (3) succeeding years. The terms of the Governors shall begin immediately upon election at the Annual Meeting and shall continue until the third succeeding Annual Meeting. A Governor may not serve more than two (2) successive terms, and then must not serve on the Board for at least one (1) year before being eligible to be elected again to the Board. The Past-President shall serve as a member of the Board for at least one (1) year after being succeeded as President. The limit on terms of service applicable to Governors generally is not applicable to the President, Past-President, and Treasurer serving in those capacities. Except as provided in sub-section (c) of this section, Governors may not serve more than two (2) successive terms, and then must not serve on the Board for at least one (1) year before being eligible to be elected again to the Board. The Past-President shall serve as a member of the Board for at least one (1) year after being succeeded as President.
c. Exceptions to Term Limits: 1. The limit on terms of service applicable to Governors generally is not applicable to the President, Past-President and Treasurer serving in those capacities. 2. Phase-in: Governors serving on the Board in 2018 when term limits were adopted will be allowed to stand for election to the Board in years 2019 and 2020 regardless of whether the term limit provision would otherwise render them ineligible.
2. Nomination and Election
a. Nomination of Governors. The Nominating Committee shall present a slate of seven (7) Governors at the Annual Meeting to serve for a term of three (3) years. Only those persons who have met the following procedural requirements may be placed in nomination for the Board of Governors: (i) the person nominated must be a Member over the age of eighteen (18) years and in good standing as defined in Article IV; (ii) not be an employee or immediate family member of an employee; (iii) and prior to the Annual Meeting such person must have consented to be nominated to the position of Governor of the Corporation. Notice of the slate shall be transmitted to the Membership at least fifteen (15) days prior to the Annual Meeting. Additional nominations may be made by any Member no less than ten (10) days prior to the Annual Meeting.
b. Board Vacancies. Vacancies on the Board of Governors may be filled by majority vote of the Board, as recommended by the Nominating Committee, as vacancies arise, or, alternatively, at the Annual Meeting in the same manner as the election of Governors described above. The term of any person elected to fill a vacancy on the Board shall be only for the remainder of the unexpired term of the Board vacancy unless such individual is reelected to serve an additional term. A person elected to fill a vacancy on the Board shall be limited to serving the remainder of that term and one additional consecutive term, and then must not serve on the Board for at least one (1) year before being eligible to be elected again to the Board.
c. Election of Governors. At the Annual Meeting of the Membership, the names of the nominees shall be arranged by random selection on a ballot to be prepared by the Secretary or Executive Secretary. The Secretary or Executive Secretary shall distribute a ballot to each person in good standing (See Voting, Article XI Section 3). The seven (7) persons receiving the highest number of votes shall be elected Governors of the Corporation. A separate vote shall be held to elect Governors to fill any vacancies on the Board created by the departure of a Governor, and the person(s) receiving the highest number of votes for that position shall be elected a Governor of the Corporation.
d. Non-voting Governors: As recommended by the Nominating Committee, the Board may by a majority vote admit Non-Voting Governors to advise the board in its deliberations. Non-Voting Governors may be employees or immediate family members of employees of the Corporation.
e. Non-Voting Emeritus Governors: As recommended by the Nominating Committee, the Board may by a majority vote admit two (2) Emeritus Governors. Emeritus Governors shall be long-serving Board members and shall be chosen for the institutional memory they provide to the Board.
ARTICLE VI. POWERS OF THE BOARD OF GOVERNORS
1. The Board of Governors of the Corporation shall have full powers to carry out all business of the Corporation, to enter into contracts on its said behalf, to give mortgages, and to incur any indebtedness on its behalf or on behalf of its Membership, but not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) on any single contract, debt, or transaction unless approved by a two-thirds (2/3) majority of the Board.
ARTICLE VII. MEETINGS OF GOVERNORS
1. The Governors of the Corporation shall meet at the call of the President or any other officer or by any three (3) Governors, with a minimum of five (5) day’s notice of the time and place of the meeting. In the event of emergency, only one (1) day’s notice need be given. All meetings of the Board of Governors of the Corporation shall be general meetings at which all business pertaining to the affairs of the Corporation may be discussed and decided. The Board of Governors shall meet not less frequently than once in each month during the months of April through September, and not less frequently than once every three (3) months during the months of October through March.
2. Governors who miss three (3) consecutive meetings of the Board without reasonable excuse shall be notified by the Secretary of their pending forfeiture of position. Governors who continue to be absent for one additional meeting shall be subject to the forfeit of their position on the Board upon recommendation of the President and a two-thirds (2/3) vote of the Board.
3. Meetings of the Board of Governors shall be open to the Membership, with the exception of the Board meeting in executive session.
ARTICLE VIII. OFFICERS
The officers of the Corporation shall be a President, Past-President, three (3) Vice Presidents, Secretary, and Treasurer, and may also include a Counsel. The position of Secretary may be filled by one of the other officers.
2. Nomination and Election
a. Immediately following the Annual Meeting, the Board of Governors shall elect from among those on the Board the President (if the office is vacant), three (3) Vice Presidents, Executive Secretary and Treasurer. The Vice Presidents shall be chosen such that each class year of Governors is represented. The Nominating Committee shall present a recommendation of a slate of nominations for each office. Nominations also may be made from among those Members on the Board not included among the slate of officers presented by the Nominating Committee. The Board may at its discretion elect from among those serving on the Board a Counsel.
b. The Board may appoint an Executive Secretary, who need not be a member of the Board, and whose duties may include the following: record and keep the minutes of the Corporation; maintain the records of the Membership and the Corporation; send notices and mailings to the Membership and the Board; send bills and maintain the records of membership dues; and such other duties as traditionally are performed by a corporate secretary. The Executive Secretary shall be a paid position upon terms and conditions as approved by the Board or the Executive Committee acting for the Board.
3. Terms of Office
a. The President shall be elected to serve a two (2) year term, and may not serve two (2) consecutive two (2) year terms unless approved by a two-thirds (2/3) vote of the Board. All other officers are elected to serve a one (1) year term, and may be elected to unlimited consecutive terms. Terms for Officers shall run from the date of the Annual Meeting until the date of the next succeeding Annual Meeting, so long as they remain on the board
a. The powers and duties of the officers shall be as follows:
a1. President: The President shall be the executive officer of the Corporation, shall call and preside at meetings of the Corporation, the Board of Governors, and the Executive Committee, and shall be a member ex-officio of all committees. The President shall appoint the chair of all committees. The President may appoint committees not otherwise provided in the Bylaws and assign their duties. The President may delegate to the Executive Secretary such duties as seem advisable.
a2. Vice Presidents: The Vice Presidents shall assist the President. The most senior (determined by board tenure) Vice President shall assume all duties of the President in the absence or inability of the President.
a3. Treasurer: The Treasurer shall be the official custodian of all moneys of the Corporation. The Treasurer shall keep the Membership and the Board of Governors informed of fiscal affairs and present an annual report to the Membership. The Treasurer shall supervise the financial affairs of the Corporation and shall perform all other duties customary to the office. The Treasurer shall ensure compliance with the Fiscal Policies set forth in Article XV. The Treasurer is authorized to pay expenses of the Corporation.
a4. Secretary: The Secretary shall be responsible for all correspondence relating to Board matters from or to the Board, the Executive Committee, or the Membership. The Secretary shall keep the minutes of all meetings of the Membership, the Executive Committee, and the Board, and shall perform all other duties incident to the office or may call upon the Executive Secretary to fulfill these responsibilities
a5. Counsel: The Counsel shall be an attorney at law and shall advise the Board and the Membership on legal matters.
a6. Past President: The Past President shall assist in providing institutional memory and performs duties as assigned.
ARTICLE IX. STANDING AND OTHER COMMITTEES
The standing committees shall be: Executive Committee; Finance; Nominating; Facilities; Swimming; Tennis; Governance ,Rules, and Membership; and Special Events. Committee Chairs may serve no more than three (3) consecutive terms. Each Standing Committee shall have a chair appointed by the President and as many committee members as are needed to carry out the functions of the committee. The Chairs of the Standing Committees shall report to the Board of Governors but shall not have a vote other than as a member of the Board of Governors. Such additional committees as may be deemed necessary or appropriate shall be appointed by the Board. Committee members, including Committee chairs, may be, but are not required to be, members of the Board as long as a Board member is the chair, co-chair or vice chair of the Committee. Each member of the Board of Governors shall actively participate on at least one Committees.
Prior to the end of the fiscal year, the Board, upon recommendation of the Board President, Vice Presidents, and Committee Chairs, shall establish and publish Board committee policies including the number and criteria for committee membership, recruiting, training and responsibilities. Each Committee chair shall be responsible for communicating to the Members of the Board and the Committee and the Members of the corporation the meeting schedule of the committee and the matters being considered and acted on by it. Committees shall also be responsible for maintaining such documentation as will facilitate the work of the committee and provide continuity of the committee’s function.
Where a committee is given the authority to decide (as opposed to recommend or inform) a matter or class of matters, the decision granting that authority shall be memorialized in the minutes of the Board.
1. EXECUTIVE COMMITTEE
The Executive Committee of the Corporation shall consist of the Officers. The Executive Committee shall report to and be answerable to the Board. It shall carry on the day-to-day executive functions of the Corporation. Meetings shall be at the call of the President, or a Vice President, with a minimum of one (1) day’s notice.
2. FINANCE COMMITTEE
The Finance Committee assists in developing and recommending to the Board the Corporation's budget to be used as a management tool. Members prepare, monitor, and project operating and capital project budget plans in keeping with the Corporation's current and long-term goals. The Finance Committee will also ensure that a proper review of the books and accounts of the Corporation is conducted.
3. NOMINATING COMMITTEE
The Nominating Committee assesses the Governance needs of the Board of Governors and makes recommendations for including or replacing board members. The Nominating Committee will also make recommendations for the replacement of officers as required.
The Nominating Committee shall coordinate training for members of the Board of Governors and committees thereof. The nominating committee shall consist of at least two (2) Governors (a majority of whom are not standing for re-election in that year) and at least one (1) member-at-large.
4. FACILITIES COMMITTEE
The Facilities Committee assists in creating a well-maintained recreational environment for members. In cooperation with the Swimming and Tennis Committees and the manager of the pool and facilities, the committee reviews the current status and future needs of the Corporation's facilities. Members of this committee establish an ongoing maintenance plan and safety plan and help to develop and carry out needed refurbishing and renovation projects.
5. SWIMMING COMMITTEE
The Swimming Committee shall exercise supervision of the swimming activities, including recreational swimming, the swim team, and masters swimming. The committee shall provide for the organization of the swim team, work with the Head Coach to establish the qualification of the coaches, conduct the general business of the swim team, and provide the Finance Committee with an estimate of annual expenses and income
6. TENNIS COMMITTEE
The Tennis Committee shall exercise supervision of the tennis activities. The committee shall establish the qualifications of the tennis pro, and shall work with the tennis pro to organize club events and to oversee the general maintenance of the courts.
7. GOVERNANCE, RULES, AND MEMBERSHIP COMMITTEE
The Governance, Rules, and Membership Committee shall regularly review, prepare, and recommend for approval of the Board rules governing use of the Corporation's facilities and, to the extent approved by the Board, shall exercise supervision of the social activities and related uses of the Corporation's facilities, in cooperation with the manager. The power of the Rules Committee shall include (but not be limited to) the suspension of use privileges of any person for such period or periods as such committee shall determine. The rules of the Rules Committee shall be at all times subject to such inclusions, deletions, and modifications as the Board of Governors shall by motion adopt. The Committee shall review the rules annually and report to the Board the results of their review. Every five (5) years the Committee shall review the By-Laws of the Corporation and report the results of their review.
8. SPECIAL EVENTS COMMITTEE
The Special Events Committee proposes a budget, supervises, and coordinates activities for Board-sponsored events for members and related uses of the Corporation's facilities
ARTICLE X. INDEMNIFICATION OF GOVERNORS, OFFICERS, AND MEMBERS OF COMMITTEES
1. To the extent permitted by law, the Governors and Officers of the Corporation, while acting in good faith on its behalf, shall not be held responsible for any loss or depreciation in the value of its assets, and the Corporation shall indemnify them and hold them harmless (including reasonable attorneys’ fees) from all and any claims, demands, suits, or other proceedings in any way arising out of the performance of their duties as such Officers and Governors, except such as are occasioned by their willful or malicious wrongs.
ARTICLE XI. CONFLICT OF INTEREST
1. Whenever a governor or officer has a financial or personal interest in any matter coming before the board of directors, the Board shall ensure that:
a. The interest of such governor or officer is fully disclosed the nature of the interest to the board of directors and the affected person shall withdraw from discussion, lobbying, and voting on the matter.
b. No interested governor or officer may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
c. Any transaction in which a governor or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
d. Payments to the interested governor or officer shall be reasonable and shall not exceed fair market value.
e. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
ARTICLE XII. MEETINGS OF THE MEMBERS
1. The Annual Meeting
The Annual Meeting of the Members shall be held each year at a location convenient to the Membership between March 1 and April 30 , approximately one (1) full year from the date of the last annual meeting, absent exigent circumstances, in which case, upon two-thirds (2/3) vote of the Board, the Board shall schedule the Annual Meeting at a different time. At least thirty (30) days’ notice shall be provided to the Members by the Secretary or the Executive Secretary.
2. Special Meetings
Special Meetings may be called by the President, and shall be called by the President at the written request of five (5) members of the Board or of twenty-five (25) Members. Notice of the time, place, and purpose of the Special Meeting and information concerning the question(s) to be voted upon shall be transmitted to the Membership at least fourteen (14) calendar days prior to the date of the Special Meeting.
a. Each Membership and related share of stock in good standing, regardless of type, shall entitle the owner or owners thereof to one (1) single vote in matters presented for vote to the Membership. Each Membership shall vote in person except as specified herein. Proxies may be voted under such procedures as authorized and approved by the Board.
b. Fractional Voting: In the event that multiple people hold a single share of stock and wish their vote to be represented individually, the ballot may be cast fractionally. In determining the fraction, the numerator shall be one (1) and the denominator shall be the total number of persons to whom the share was issued. The secretary shall make no other marking upon the ballot.
ARTICLE XIII. QUORUM
1. Seven (7) Voting Governors shall constitute a quorum for meetings of the Board of Governors. Five (5) members of the Executive Committee shall constitute a quorum for meetings of that Committee. The lesser of three (3) members or fifty percent (50%) of the membership of any permanent or appointed committee shall constitute a quorum for the conduct of that committee’s business. A majority of the outstanding shares shall constitute a quorum for the Annual Meeting, as per Maryland Code.
ARTICLE XIV. NOTICES
1. Notices of any meetings shall consist of hand delivery, electronic mail/communication, or prepaid mail to each Member at the address listed in the Membership records, or by such other method of delivery which shall reasonably guarantee that delivery of the notice shall be received by each Member in a timely manner.
ARTICLE XV. ANNUAL MEMBERSHIP FEE
1. The annual membership fee shall be in the amount for each category of Membership allowed and shall from time to time be changed by the Board of Governors. Upon the application of any Member and for good cause shown, the Board or the Executive Committee acting on behalf of the Board may, as to that Member, waive all or any part of the annual membership fee established by it as shall, in its sole discretion, be in the best interests of the Club.
ARTICLE XVI. FISCAL POLICIES
a. The Executive Committee shall present at least three (3) days in advance of the March meeting of the Board of Governors a proposed budget for consideration and approval by the Board.
2. Fiscal Year
a. The fiscal year shall be from December 1 through November 30.
3. Fiscal Policies
a. All checks, drafts, and orders for payment in excess of One Thousand Five Hundred Dollars ($1,500.00) shall bear the signatures of two of the following: the President, a Vice-President, or Treasurer.
b. Any contracts or financial commitments in excess of One Thousand Dollars ($1,000.00) not already included in the budget, and any deeds or legal proceedings shall require the approval of the Board of Governors. In emergencies, the Executive Committee may approve expenses up to Five Thousand Dollars ($5,000.00), but such actions must be reported to the Full Board as soon as possible.
c. There shall be at least a quarterly financial report submitted to the Board of Governors by the Treasurer.
d. The books, payroll, and other accounts of the Corporation shall be kept in accordance with sound accounting practices and shall be reviewed at least annually by the Executive Committee and the Finance Committee and a written report from the Finance Committee shall be submitted at least annually to the Board of Governors.
ARTICLE XVII. RESTRICTIONS UPON TRANSFER
1. The first 175 subscribers to the stock of the Corporation shall be deemed Charter Members and their certificates shall be marked accordingly. Charter Members wishing to sell their stock may do so without offering the same to the Corporation upon notifying the Corporation of the intention to sell and supplying the Corporation with the name of the proposed purchaser. The Corporation may require the furnishing by such purchaser and/or the member wishing to sell of such information as may be reasonably necessary to acquaint the Corporation with the proposed purchaser. The transfer of the stock shall be subject to the approval of the Executive Committee, and such approval shall not be withheld unreasonably.
2. Memberships commencing with the 176th subscriber shall be Non-charter Memberships. The cost per Non-charter Membership share shall be as determined by the Board. Non-charter shares shall not be sold or otherwise transferred without first offering the same to the Corporation at a price which is equal to the price then being charged by the Corporation for new Membership shares.
ARTICLE XVIII. RULES
1. Rules for the governing of the use of the Club’s facilities shall be promulgated by the Governance and Rules Committee. Such rules shall become effective upon such reasonable notice to the Membership as may be practicable under the circumstances. The power of the Governance and Rules Committee shall include (but not be limited to) the suspension of use privileges of any person for such period or periods as such committee shall determine. The rules of the Governance and Rules Committee shall be at all times subject to such inclusions, deletions, and modifications as the Board of Governors shall by motion adopt.
ARTICLE XVIX. GRIEVANCES
1. Any Member deeming himself aggrieved by any act or omission of the Corporation, or any of the agents, servants or employees thereof, may petition the Board for redress. Such petition shall be in writing, delivered to the Secretary or the Executive Secretary, and shall contain such factual information as shall be reasonably necessary to determine the nature of the grievance and the relief sought. Any such grievance may, at any time, be considered by the Board and shall be so considered upon the request of not less than three (3) Governors. In the event the Board shall hear such grievance, it shall notify the petitioner of the time and place thereof, and such Member shall be entitled to be present to address the Board and to present such facts and witnesses as the Member may deem appropriate.
ARTICLE XX. PARLIAMENTARY AUTHORITY
1. Roberts’ Rules of Order, Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or the Charter of the Corporation and the Code of the State of Maryland.
ARTICLE XXI. AMENDMENTS TO BYLAWS
1. These bylaws may be amended only by two-thirds (2/3) vote of the entire Board of Governors, at a meeting called for the purpose, or at a meeting one of the purposes of which is to pass upon such amendments. The Governors shall be given at least seven (7) days prior notice of the intention to amend.