By-Laws

BY-LAWS OF THE WOODRIDGE SWIM CLUB
LITITZ, PA
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Article I
The name of the corporation shall be The Woodridge Swim Club (hereinafter, the “Club”).

Article II – Object
The purpose for which this Club is formed is to promote the health and general welfare of its members and in pursuance thereof to construct, own and operate a swimming pool and other recreational facilities, together in the conduct of its activities, in the County of Lancaster and Commonwealth of Pennsylvania for the exclusive use of its members and their families. The Club shall be a non-profit corporation.

Article III – Government

Section 1: Governing Body.
The Club shall be managed by a Board of Governors, fifteen in number.

Section 2: Election.
At each annual meeting of Active Members of the Club, five Governors shall be elected from among the Active Members for a term of three years and until their successors have been chosen.

Section 3: Disqualification.
Any member of the Board of Governors who shall cease to hold Active Membership in the Club automatically shall cease to be a member of the Board of Governors.

Section 4: Active Member
The term “Active Member” shall mean the holder(s) of a primary membership and a fully paid membership certificate under Article VII, Section 2, Subsection a. who is current with all applicable membership dues and fees, and has not resigned, been suspended, placed on hold or expelled.

If any Membership is comprised of two adults (and any number of children), the vote for such Membership shall be cast as such adults shall decide amongst themselves and the vote may be exercised by any one of them, unless any objection or protest by any other of them is made prior to the completion of a vote, in which case the vote for such Membership shall be cast as an abstention. In no event, however, shall more than one vote be cast with respect to any Membership.

Article IV – Board of Governors

Section 1 Powers
Consistent with these By-Laws, the Board of Governors shall;
a)  Transact all Club business and make and amend rules for the regulation of the use of Club property, including but not limited to rules regarding secondary memberships. It may appoint and remove such offers, clerks, agents, servants or employees as it deem necessary and may fix their duties and compensations.
b)  Elect members.
c)   Fix, impose and remit penalties for violations of these By-Laws and Rules of the Club. 
d)  Elect from the Board of Governors a president, a vice president- Administrative, a vice president-Pool and grounds a secretary and a Treasurer.  
e)  If necessary, create the offices of assistant secretary and assistant treasurer and appoint one or more persons, who need not be Active Members of the club to such offices. 
f)   Constitute and appoint committees and define the powers and duties of the same. 
g)  Fill any vacancy in the membership of the Board of Governors to serve until the next annual meeting of Active Members. 
h)  Exercise all rights and powers conferred on nonprofit corporations under the laws of the Commonwealth of Pennsylvania, or which may hereafter be conferred.

Section 2: Banking Relationship
The Board of Governors shall designate the bank or banks in which the funds of the Club shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of funds of the Club shall be executed. However, the Board of Governors shall always require that at least two officers sign all such checks, drafts, or other instruments for the payment of money drawn in the name of the Club.

Section 3 Audit
The Board of Governors shall cause the books of the Club to be audited annually by auditors selected by the Governors. The auditors selected by the Governors shall not be Governors or officers of the Club. The report of the auditors shall be available to the Active Members at all times.

Section 4 Meetings
a) The Board of Governors shall meet at least once a month during the months of March, April, May, June, July, August and September and at such other times and intervals as they may deem necessary.
b) A simple majority of members of the board then in office shall constitute a quorum. For example, if the Board of Governors has four vacancies, then six (6) members of the Board shall constitute a quorum.

Section 5 Deadlock
In the event a question before the Board of Governors results in a tie vote which cannot be resolved after reconsideration at a subsequent meeting of the Board, the question shall then be submitted to the Active Members for decision.

Section 6 Borrowing Authority
Nothing in these By-Laws shall be construed to permit the Board of Governors to borrow or pledge the credit of the Club (in an amount greater than $10,000) without the specific approval of the Active Members at a duly held meeting.

Section 7 Removal
Any member of the Board of Governors may be removed from office by a two-thirds (2/3) vote of the Active Members present in person or represented by proxy at either an Annual Meeting or a special Meeting called in accordance with these By-Laws.

Article V – Officers

Section 1 Officers
The officers of this Club shall be a President, Vice-President – Administrative, Vice-President – Pool and Grounds, a Secretary and a Treasurer, and, if deemed necessary by the Board of Governors, an Assistant Secretary and an Assistant Treasurer. The President, Vice-Presidents, Secretary and Treasurer shall be elected annually by the Board of Governors from among its members and shall hold office until the election and qualification of their successor. The Board of Governors shall endeavor to elect officers at the first meeting of the Board of Governors following the annual meeting of the Club. The assistant secretary and the assistant treasurer shall be appointed by the Board of Governors and hold office at its pleasure. The treasurer and assistant treasurer shall be bonded.

Section 2 President
The president shall preside at the meetings of the Club and of the Board of Governors. He shall be the administrative officer of the Club. He shall appoint, subject to confirmation by the Board of Governors, all standing committees, designating the Chairman thereof, and all special committees as may be directed. He shall be ex-officio, a member of all committees.

Section 3 Vice-President – Administrative
The Vice-President – Administrative, in the absence or disability of the President, shall act in his stead. He shall, under the direction of the President, attend to the business and financial operations of the Club and shall be the Chairman of the Finance Committee. He shall be ex-officio, a member of all committees.

Section 4 Vice President – Pool and Grounds
The Vice President – Pool and Grounds, in the absence or disability of the President and Vice-President – Administrative, shall act for the President. He shall, under the direction of the president, attend to the operation and maintenance of the physical plant and properties of the Club and shall be Chairman of the Pool and Grounds committee.

Section 5 Secretary
The Secretary shall send out the notices of the meetings of the Club and of the Board of Governors; keep the minutes, and attend to the correspondence pertaining to his office. He shall perform such other duties pertaining to his office as may be asked of him by the Board of Governors.

Section 6 Treasurer
The Treasurer shall attend to keeping the accounts of the Club, collecting its revenues, and paying its bills as approved by the Board of Governors, or other agency authorized by the Board to incur them. He shall deposit funds of the Club received by him, in the name of the Club in such depository as may be authorized by the Board. He shall perform such other duties pertaining to his office as may be asked of him by the Board.

Section 7 Assistant Secretary and Assistant Treasurer
The Assistant Secretary and Assistant Treasurer shall perform such duties as may be assigned them by the Secretary, or Treasurer, respectively, or by the Board of Governors.

Article VI – Memberships

Section 1 Primary Membership - Classifications
The Club shall have the Primary Membership Classifications set forth in this Section 1 below. Primary Membership in this Club shall consist of the following classifications:
a. Class IV Membership –Individual member (adult) + 3 or more immediate family members
b. Class III Membership – Individual member (adult) + 2 immediate family members.
c. Class II Membership – Individual member (adult) + 1 immediate family member
d. Class I Membership – Individual member (adult)

• In Class II, III, and IV the second member may be an adult or a dependent child. The third, fourth, etc. members can only be dependent children.
• Each Class of membership must purchase a membership certificate. On and after October 1, 2014, each Active Membership shall be deemed to have one membership certificate, regardless of the number of certificates originally purchased.
• An adult is defined as any person 18 years of age or older, who is not a dependent child of a primary member.

• A child* is defined as any dependent child of the primary member, who is under 18 years of age, or who maintains the residence of the primary member and is under 22 years of age.
• Subject to the rules and fees adopted by Board of Governors, Active Members may include a single childcare provider under to their membership. In addition to other rules established by the Board of Governors, the person listed as a childcare provider may only enter the pool grounds in the company of and while caring for a child on the membership.

Section 2 Secondary Membership - Classifications
The Club shall have the Secondary Membership Classifications set forth in this Section 2 below. The holder of any Secondary Membership shall have no voting rights upon issues presented to the Active Members and shall have no distributive rights under Article VII, Section 4, below, and shall only be entitled to membership benefits specifically identified by the Board of Governors..

a) Special Membership: A dependent and or other person in the household of an Active Member who shall be approved by the Board of Governors for the period from the date of such approval to the date of the first meeting of the Board of Governors following the next Annual Meeting unless such approval is cancelled by the board prior thereto or is given for a limited period only. 
b) Additional Classifications of Secondary Memberships: Provided the total number of memberships permitted by these by-laws is not to be exceeded, the Board of Governors may authorize such other secondary membership classifications as the Board deems in the best interest of the club, provided no person or family may utilize any such secondary membership classification established by the Board for more than three consecutive swimming seasons. 

Section 3 Admission to Membership
The Board of Governors shall vote upon the admission to the Club of each applicant either at its first meeting after receiving such application or via electronic mail, and shall confer membership only upon those applicants who shall be approved by a majority of the members of the Board present or voting via electronic mail. 

Section 4 Withdrawal
Any member of the Club may withdraw at any time subject to the provisions of Article VII and there shall be no refund of the current year’s dues or any other fees.

Section 5. Temporary Membership Hold  Any Active Member may request that the Board of Governors place their membership on hold for one year. The Board of Governors may approve the temporary hold on the membership for good cause shown. If the hold is approved by the Board of Governors and the member pays the membership hold fee established by the Board, the member (a) will not be required to pay that season’s fee; (b) will retain their membership and certificate, and (c) the member shall have no privileges to use the Club facilities, serve on the Board of Governors, or vote on any matter before the Active Members during the period. The Board of Governors may make an additional secondary membership available for every primary membership which is on hold.

In the event there is a wait-list to join the Active Membership of the Club, the Board of Governors may, in its sole discretion, deny any request for a second or third of membership hold.

A primary membership on hold can be reactivated for the next swimming season by timely payment of the then current annual dues at no additional cost or application fee to the member. A membership cannot be placed on hold for more than three consecutive years.

After the pool opens, the membership chair shall mail a letter to those members who have not renewed or placed their membership on hold notifying them that they have 45 days to contact the Club or it the member will be deemed to have resigned from the Club. A resigned membership will have to pay the certificate and application fee to renew their application, unless waived by the Board.

Section 6 Suspension and Expulsion
Any member of any class may, for cause and after having been given an opportunity for a hearing, be suspended for a period of not exceeding three months by a two-thirds (2/3) vote of the members of the Board of Governors present at any meeting thereof, or expelled by a three-fourth (3/4) vote of the entire membership of the Board. Cause for suspension or expulsion shall, in general, consist of violation of these By-Laws or of rules of the Club, or of conduct unbecoming a lady or gentleman.

The Board of Governors may delegate to the Chairman of the Pool and Grounds Committee, or to the Chairman of the Rules Committee, or to a responsible employee of the Club, the power to suspend pool privileges for the violation of Club Rules and Regulations provided such suspension does not exceed fourteen (14) days. A written report of such suspension, containing the reasons therefore, shall be submitted to the president within twenty-four (24) hours.

Section 7 Rights and Responsibilities
a) All classes of members of the Club shall be accorded the facilities of the Club subject to the pool rules and regulations which shall be posted at all times in the entrance to the Club house/ locker rooms.
b) Upon successful registration, members will be listed as active in the membership ledger.
c) The Board of Governors, at its discretion may extend the privileges of the Club to any person or persons.
d) The Board of Governors shall by rule, fix the terms and conditions upon which guests of members may use the facilities of the Club.
e) Any property of the Club broken or damaged negligently, willfully or maliciously, by a member, or his guest, shall be promptly paid for by such member. No person shall take any article belonging to the Club.
f) The Club assumes no responsibility, and members or their guests can have no claim against the Club, for the property of members or any guest, which  may be brought into or left in the Club buildings, or on the grounds.
g) No intoxicating liquor shall be sold on the Club grounds. Consumption of alcohol on the Club grounds shall generally be prohibited, unless specifically permitted by the Board of Governors by rule, policy, and/or specific approval. If permitted by the Board of Governors, any alcohol consumption must be in in strict accordance with the rules, policies and/or conditions of approval established by the Board of Governors.
h) The Club assumes no responsibility, and members or their guests can have no claim against the Club, for any accident or injury to any person or their property.

Section 8 Number of Memberships
The number of Memberships within the Club shall be established at 400 but in the discretion of the Board of Governors, this number may be increased, not to exceed a limit of 425.

Section 9 Readmission of Former Members
The Board of Governors, at its discretion, may re-elect a member who has resigned (subject to the membership limitation as set forth in Article VI, Section 7) without payment of an initiation fee provided such ex-member was in good standing at the time of resignation. If a member failed to pay the annual dues without submitting his resignation to the Board, the ex-member shall not be in good standing. Deemed resignation under Article VI, Section 5 shall not be considered submission of resignation.

Article VII – Dues and Fees

Section 1 Establishment
a) The annual dues for each membership classification shall be determined by the Board of Governors.
b) Dues and other income shall be sufficient to provide for the necessary running expenses of the Club and the proper maintenance and improvement of its property, future development or amortization of indebtedness.
c) Membership Annual Dues are due and payable on or before the date set forth in the notice from the Board of Governors, but no later than May 1st of each year.
d) No dues, nor part thereof, shall be refunded in the event that pool operations are required to be suspended for any period. 

Section 2 Membership Certificate and Initiation Fee
a) All Primary Classifications of Members accepted into membership after October 1, 2014, shall be required to purchase a non-refundable certificate in the amount of $75.00, or such higher amount established by the Board of Governors. In addition, an initiation fee, in an amount to be determined annually by the Board of Governors, must be paid by each membership applicant. The Board of Governors shall establish application fees for all classes of membership.
b) The Board, in its discretion, may establish payment plans for the certificates with fees and charges the Board deems appropriate, provided that until such charges for the membership certificate shall be paid in full, the member shall not be considered an Active Member, i.e. the member shall have no voting rights upon issues presented to the members and shall have no distributive rights under Section 4, below. No payment plan shall extend more than three swimming seasons.

Section 3 Transfer and Cancellation
a) Certificates shall not be transferable without the approval of the Board of Governors. The Board of Governors may establish a fee for the transfer of membership certificates.
b) Certificates of membership shall become null and void upon the date that the holder thereof ceases to be a club member.

Section 4 Dissolution and Distribution
In the event of the dissolution of the Club, in any manner or for any cause, and in no other event, upon the effective date of dissolution of the Club, the Board of Governors shall utilize all financial holdings of the Club to pay for all of its just debts and obligations.
Having all liens satisfied, the surplus from the sale of all Club properties shall be paid and distributed pro rata among the Active Members, i.e. those current members of the Club, who possess a fully paid membership certificate in the Club. Under no circumstances shall the Board of Governors, officers or individual members of the Club be individually liable for the debts of the Club.

Section 5 Late Payment
Any member failing to pay dues or indebtedness before within 10 days of the date such payment is due shall be notified that, if such indebtedness, including all late fees and penalties that may established by the Board from time to time, shall not be paid within 15 days thereafter, the delinquent member may be suspended by the Board of Governors. Any person thus suspended shall immediately be notified in writing by the Secretary of his suspension, and if his indebtedness shall not be paid within 15 days after the sending of such noticed, he shall cease to be a member of the Club. The Governors, in their discretion, may reinstate any member upon request and repayment of all indebtedness to the Club, including all late fees and penalties that may established by the Board from time to time.

Section 6 Responsibility
Members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by members of their family to whom the privileges of the Club shall have been extended, and for all charges and liabilities imposed upon or incurred by guests introduced by them.

Section 7 Taxes
All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State and other Governmental bodies and agencies.

Section 8 Membership Dues
The membership dues each year shall be from May 1st until the following April 30th. All members on record as of February 1st of each year are responsible for payment of the coming season’s dues. Any member failing to pay his indebtedness by the date set forth in the notice from the Board of Governors, but no later than May 1st of each year, .shall cease to be a member of the Club. The Board of Governors may in their discretion establish a discount for early payment of annual membership dues.

Section 9 Application/Initiation Fee
All applications for membership in the Club shall be accompanied by a deposit of as established by the Board from time to time, which sum shall be (a) applied as the initiation fee if the applicant is duly approved; (b) returned to applicant if application is duly rejected; or (c) forfeited by applicant if application is duly approved and applicant, after due written notice of such approval, requests withdrawal of said application or fails to comply with the requirements of the Membership under Article VII, Section 1 and 2, hereof, after due written notice.

Article VIII – Meetings of Members

Section 1 Annual Meeting
a) The Annual Meeting of the Active Members of the Club shall be held during the swimming season but on or before the first Monday of September in each year.
b) The Annual Meeting shall be for the purpose of electing Governors, presenting committee reports and for the transaction of such other business as may be indicated in the notice or may be brought before it.

Section 2 Special Meetings
Special Meetings of the Club may be called by the Board of Governors. Also, upon the written request of 10% of all Active Members to the Secretary, stating the purpose therefore, a special meeting shall be called by the Secretary within 30 days.

Section 3 Notice
a) Notice of the Annual Meeting shall be given by mail to the Active Members at least five days prior thereto. The notice of the Annual Meeting shall include the names of candidates nominated by the Nominating Committee.
b) Independent nominations may be made as provided by Article IX, Section 2.
c) Special Meetings of the Club may be held on five days notice by mail to all Active Members. The notice shall state the purposes for which the Special Meeting is called, and no other business shall be transacted thereat.

Section 4 Voting
Only Active Members shall be entitled to vote at meetings of the Club. Any Active Member may be represented by proxy if not able to attend in person. Voting may be via voice provided that ten (10) members including those represented by proxy shall have the right to demand voting by ballot.

Section 5 Quorum
Twelve (12) Active Members, present in person or by proxy, shall constitute a quorum at all Club meetings.

Section 6 Notice
Whenever in these By-Laws notice to Active Members or a Governor is required, the mailing of such notices to the last known address of the members shall constitute notice. “Mailing” or “Mail” as used in these By-Laws shall include electronic mail to the last known email address of the members, or any other means of notice permitted by applicable law.

Section 7 Meetings of Board of Governors 
a) The Board of Governors shall hold its first meeting following the Annual Meeting of the Active Members in each year as promptly as practicable.
b) The Board of Governors, may by resolution, establish from time to time a schedule of its meetings and rules for the conduct thereof.
c) Special Meetings of the Board of Governors may be called by the President, and shall be called by the Secretary upon the request of two members of the Board.
d) Notice of the regular monthly and special Board Meetings shall be mailed to each Governor at leave five days before the date of the meeting.

Article IX – Nominations

Section 1 Nominating Committee
a) There shall be a Nominating Committee composed of three Active Members of the Club. They shall be nominated and approved by the Board of Governors. Two shall be selected from the membership who are not members of the Board of Governors, and one shall be selected who is a member of the Board of Governors.
b) In the event of a vacancy in the membership of the Board of Governors to serve the unexpired term of a resigning Board member, the nominating committee shall recommend an Active Member of the Club to fill the vacancy. Upon approval by the Board of Governors, the interim Board member will fill the unexpired term of the member being replaced.

Section 2 Nominations by the Membership
Independent nominations of candidates for election at the Annual Meeting may be made by letter, signed by 15 Active Members, and delivered to the Board of Governors on or before the annual meeting.

Section 3 Nominations from the Floor
Nominations may be made from the floor at the Annual Meeting, to fill vacancies, whenever the number of vacancies exceeds the number of candidates nominated by the Nominating Committee.

Article X – Committees

Section 1 Standing Committees
a) The standing committees shall be Pool and Grounds, Rules and Regulations, Program, Membership, Swim Team, Finance, Personnel, Publicity, and Nominating.
b) The duties and powers assigned in these By-Laws to the standing committees shall be subject to the authority of the Board of Governors.

Section 2 Pools and Grounds
The Pool and Grounds Committee shall exercise supervision over the Pool and Grounds; shall attend to the improvement and maintenance of the Pool, Building, Operating Equipment, and Grounds; shall have the power to suspend pool privileges for the violation of Club rules and regulations (if delegated by the Board of Governors).

Section 3 Rules and Regulations
The Rules and Regulations Committee shall recommend to the Board of Governors rules of health and good conduct in connection with the operation of the pool. Subject to the terms of Article VI, Section 5 (b), the Rules and Regulations Committee shall have the power to suspend pool privileges for the violation of Club rules and regulations (if delegated by the Board of Governors).

Section 4 Program
The Program Committee shall prepare the program of instruction, recreation and entertainment; and exercise supervision over the same.

Section 5 Swim Team
The Swim Team Committee shall exercise supervision over the swimming team and all its functions.

Section 6 Finance Committee
The Finance Committee shall prepare the annual budget for submission to and approval by the Board of Governors, and shall exercise general supervision over the financial transactions of the Club.

Section 7 Personnel Committee
The Personnel Committee shall supervise the selection and hiring of all pool personnel, subject to approval of the Board of Governors, and shall, in conjunction with the Pool and Grounds Committee, supervise the conduct and actions of pool personnel.

Section 8 Publicity
The Publicity Committee shall attend to the publication of affairs of the Club which are of general interest.

Section 9 Nominating
The Nominating Committee in accordance with Article IX, Section 1, shall nominate candidates for the Board of Governors and for the Nominating Committee for the succeeding year.

Section 10 Membership
The Membership Committee shall exercise general supervision over the qualification, classification and standing of the Members.

Article XI – Miscellaneous

Section 1 Indemnification of Governors
a) Each person who acts as a Governor or Officer of the Club shall be indemnified by the Club to the maximum extent permitted by law against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of his being or having been a Governor or Officer of the Club, except in relation to matters as to which he shall be adjusted in such action, suit or proceeding to be liable for gross negligence or willful misconduct, and except any sum paid for the Club in settlement of an action, suit or proceeding based on gross negligence or willful misconduct in the performance of his duties.
b) The right of indemnification provided herein shall inure to each Governor and Officer referred to in (a), whether or not he is such Governor or Officer at the time such costs or expenses are imposed or incurred, and in event of his death shall extend to his legal representatives.

Section 2 Interpretation
Any question as to the meaning for proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Governors, whose interpretation shall be deemed final and not subject to further inquiry.

Section 3 Determination of Age
Wherever mention is made to age of members, it shall be the age attained as of January 1st of the current calendar year.

Section 4
Theses By-Laws may be amended by a two-thirds (2/3) vote of the Active Members present in person or represented by proxy, at any meeting of the Club provided at least five days notice of such amendment by mail shall be given to each such member. 


* Per membership application: Children who have not reached their 3rd birthday prior to July 4th of the given year are not charged as a family member.(022223)