AMENDED AND RESTATED BYLAWS
MADRONA SWIM CLUB, INC.
ARTICLE I – MEMBERSHIP
SECTION 1. Number and Qualifications. There shall not be more than 100 member families. New memberships shall occur only by replacement as described in Article I, Section 3. A member family is defined as a couple or single adult, with or without children.
SECTION 2. Certificate of Membership. A certificate of membership shall be issued in the name(s) of the applicant(s) upon presentation of proof of purchase of a membership from a certificated holder (see Article VI, Section 4).
SECTION 3. Sale and Lease of Certificates.
(a) Sale of Certificates. The membership director shall be notified of the holders’ intent to sell their membership. The member may use the following options to sell the certificate:
(1) The holder(s) of a certificate may sell the certificate to a party buying or otherwise obtaining possession of their household.
(2) The holder(s) may sell the certificate to a friend or neighbor providing that the family meets the description in Article I, Section 1.
(3) The holder(s) may give his/her name to the membership director and make use of the list of potential buyers.
(b) Lease of Certificates. The membership director shall be notified of the holders’ intent to lease their membership, including name, address, and phone number of lessee. Memberships may be leased to a friend or neighbor providing that the family meets the description in Article I, Section 1. The membership may be leased for a period of not less than one year. Members shall not lease, loan, or otherwise transfer the right to use the pool to any person(s) for periods of less than one year. The holder shall inform lessee of by-laws and pool regulations, and the membership is subject to termination for violation of policies as stated in Article VI, Section 5(a).
SECTION 4. Corporation Description. The corporation shall be a non-profit corporation. No dividends shall be paid. The privileges to be secured by being a member are simply the use of the corporate facilities. The membership shall be non-assessable.
SECTION 5. Special Life Membership. In consideration for the donation of the site for the Madrona Swim Club, Inc., Tony and Eleanor Biegler, (and their children so long as their children own the adjacent real property) shall have lifetime rights to use the club facilities free of membership dues.
ARTICLE II – MEETING “OF MEMBERS”
SECTION 1. Principal Office. The principal office shall be located at the site of the swimming pool.
SECTION 2. Annual Meeting. An annual meeting of the members of the corporation shall be held during the month of April each year. Every member shall be notified of the meeting not less than 5 days prior to such a meeting by mail, or email, at the last known place of residence or email address. At this meeting, members shall be elected to the Board of Directors as hereinafter described.
SECTION 3. Place of Meeting. The place of the annual meeting may be located at the site of the swimming pool or such other place designated by the Board of Directors.
SECTION 4. Special Meetings. Special meetings may be called by like notice from the President and a majority of the Board; or by the holders of at least 10% of the certificates (whose names must appear on the notices). No business other than that described on the notices shall be transacted at the special meeting.
SECTION 5. Quorum. A quorum for the transaction of business shall consist of 25 percent of the certificate holders either in person or by proxy (Article V, Section 2). Each certificate is entitled to one vote. If a quorum is not at a meeting, then a second meeting may be called and those present (or represented by proxy) will be a quorum if prior notice of such a meeting is given as provided in Article II, Sections 2 and 3. Said notice shall specify that it is the second call and those present will constitute a quorum.
ARTICLE III – BOARD OF DIRECTORS
SECTION 1. Number and Term of Office. The Board of Directors shall consist of between four and eight members. Vacant board positions at the time of the Annual Meeting shall be filled by a plurality vote of the members. Each director shall serve a three year term. A director may serve multiple and/or consecutive terms. Terms to run from January to December. The Board of Directors may have the option to stagger terms of office if it deems fit. This would be done to avoid a complete change over of the Board every three years.
SECTION 2. Vacancies and Absences. In the case of a vacancy on the Board of Directors, a replacement is to be made by a majority vote of the remaining Directors within 30 days. If a Director is absent without a valid reason for 3 consecutive meetings of the Board, then the Board of Directors may move to replace that Director.
SECTION 3. Meeting and Quorum. The Board of Directors shall meet regularly throughout the year. A majority of the Board members represents a quorum. Any future meetings will be at the notification of the President and/or by consent of any 3 or more of the Directors. Transactions of the Board of Directors without a meeting may be carried out if it is in writing and signed by a majority of the Directors, and also is entered in the minutes of the Board of Directors by date.
SECTION 4. Officers. At the first meeting of the Board of Directors, the Board shall elect from its members the following officers: President, Vice-President, Secretary, Treasurer. Other offices may include Activities, Equipment, Grounds, Membership, Personnel, Communications and Past President. These positions may be shared or combined according to the needs of the club and the interests of the Board members. One member may serve in multiple officer capacities.
SECTION 5. Participation in Meetings by Telephone. Members may participate in a meeting by telephone conference or other similar communication device. Participation in a meeting by telephone conference shall constitute presence in person at the meeting.
SECTION 5. Duties of the Officers and Board.
(a) The Board: The Board of Directors may appoint such committees as are necessary to fulfill their duties.
(b) President: The President shall call meetings, or otherwise notify the members or directors of meetings and preside over such meetings. S/He shall sign all instruments of monetary transfer together with the Secretary in the name of the corporation, and all written contracts and obligations of the corporation. S/He shall exercise general supervision over the business of the corporation and at the annual meeting of the membership shall make a report relative to such business during the term of his/her presidency. The President may vote either at members’ meetings or Directors’ meeting upon any question.
(c) Vice-President: In case of absence, incapacity or inability of the President to perform the duties of his/her office, or any thereof, the Vice-President shall perform the duties of the President. If both the President and the Vice-President shall be absent from the meeting of the Board of Directors or the membership, those present shall choose a presiding officer.
(d) Secretary: The Secretary shall attend all the sessions of the Board of Directors and of the membership and keep minutes of all meeting. S/He shall have custody of all the records pertaining to this office. With the President, s/he shall sign all written contracts and obligations of the club. In the event of his/her absence, incapacity, or inability to act, any other officer or Director of the club may perform his/her duties. If s/he is not present at any meeting of the Directors or the membership, a secretary pro-tem may be chosen. The Secretary may have such other assistant secretaries as the Board of Directors shall determine.
(e) Treasurer: The Treasurer shall be responsible for the maintenance of the financial records of the club and shall make a detailed report including a tentative proposed budget for the next fiscal year (January 1 – December 31) to the membership at each annual meeting accompanied by an audit made by an independent auditor if the Board of Directors so determine.
(f) Activities: The Activities Director shall be responsible for initiating social functions, both family and adult oriented, throughout the summer period. The purpose of the functions is to have members, both old and new, get better acquainted and to make more use of the pool facilities.
(g) Equipment: The Equipment Director shall maintain the equipment and machinery in the boiler room (heater, motor, filters). S/He shall maintain the pool chemistry during the non-summer months. S/He shall coordinate the pool chemistry with the life-guard staff during the summer. S/He shall order the pool chemicals and maintain the chlorinating equipment. S/He shall coordinate the cleaning and backwashing of filters during the summer. S/He shall obtain supplies such as hardware, light bulbs, and soap. S/He shall be responsible for opening the pool in the spring and closing the pool in the fall (diving boards, ladders, etc).
(h) Grounds: The Grounds Director shall maintain the ground, building, external facilities and fixtures, organizing work parties as needed.
(i) Membership: The Membership Director shall have custody of the seal of the corporation and all the records pertaining to the office. S/He will facilitate the transfer of memberships by keeping a list of people who want to sell their certificate. S/He will make contact with them upon the availability of a certificate. S/He will advise the member on the procedure for transferring the certificate. The membership director shall receive dues and be the keeper of the keys and codes.
(j) Personnel: The Personnel Director shall recruit and hire lifeguards for the purpose of guarding and giving swimming lessons. S/He shall represent the Board and membership to the lifeguards, represent the lifeguards to the Board and membership, and approval all schedule changes.
(k) Communications: The Communications Director and shall send out timely notices of all meetings, both of the Directors and of the membership, as required by the By-Laws. S/he will update and maintain the web site and postings at the pool. In the event of suspension or expulsion of a member, s/he shall notify the member concerned. S/He shall maintain the official correspondence of the club and do and perform such other duties as may be required of him/her by the Board of Directors.
(l) Past President: The immediate Past President of the Board of Directors shall sit on the Board and perform those duties required by the President.
ARTICLE IV – ANNUAL DUES AND USE OF FACILITIES
SECTION 1. Amount and Date. The annual dues shall be set by the Board of Directors and shall be payable on or before the 15th day of April. If a member family’s dues are not paid by April 15, thereafter, there shall be a 15% assessment added to the member’s annual dues. If a member family’s dues are not paid by May 1, the member family’s membership shall be forfeited pursuant to Article IV, Section 5(b) with notice to member family.
SECTION 2. Privilege of Dues. All certificate holders are required to pay dues unless excused by the Board of Directors. Such exceptions will be made only under extreme circumstances. Failure to comply will result in expulsion as arranged in Article VI, Section 5. Current Board members will receive a 50% reduction of the dues for the current year in which they are serving.
SECTION 3. Who Uses Facilities. The facilities may be used by the immediate family of the certificate holder providing their annual dues are paid. Also, overnight guests of such certificate holders, whose permanent residence is at least a distance (to be set by the Board of Directors) from the facilities, will be allowed to use the facilities. Other guest policies will be set by the Board of Directors as need arises and circumstances change. Other rules and regulations regarding the management of the facilities is at the discretion of the Board of Directors. The welfare of the corporation is to be considered by the Board of Directors in carrying out policies of operation and use of the facilities regarding guests and behavioral problems. Guests must be accompanied by a member, with pool code remaining in the possession of the member family.
SECTION 4. Special Assessment. In the event the annual dues are insufficient to cover operating expenses of required maintenance, then the Board shall, at its discretion, require a special assessment of the membership. If the special assessment remains unpaid, it shall be added to the current year’s dues and be subject to Article IV, Section 1.
ARTICLE V – AMENDING BY-LAWS AND VOTING
SECTION 1. Procedure for Amending By-Laws. The amendment or new By-Law to be introduced shall be mailed or emailed to each member of the corporation not more than 10 days and not less than 5 days prior to the meeting at which time they are to be considered. Upon receiving a favorable majority vote of the voting certificate holders of the corporation (by proceeding as in Article II, Sections 4 & 5), the change will become part of the By-Laws.
SECTION 2. Proxy. A certificate holder may vote while not in attendance at a meeting by the use of a proxy, if the proxy is in writing, or has been emailed to a Board member.
ARTICLE VI – MISCELLANEOUS
SECTION 1. Corporation Books and Records. The books and records of the corporation shall be available for inspection by any member during normal business hours at the customary place of keeping.
SECTION 2. Financial Statement. A financial statement for the calendar year shall be mailed or emailed with the notice of the annual meeting. This statement shall cover the ending calendar year.
SECTION 3. Lost Certificates. Upon losing a certificate, a member must supply the Membership Director of the corporation with an Affidavit stating such and shall receive a replacement within 30 days after submitting the Affidavit. No suspension of member privileges shall be the result of a lost certificate.
SECTION 4. Transfer of a Certificate. A certificate can be transferred to an eligible second party (Article I, Section 1) by surrendering the certificate to the Membership Director with an endorsement by the certificate holder, a designation of the second party on the certificate and the date. The Membership Director shall issue a new certificate to the second party within 30 days of receiving the old certificate.
(a) Forfeiture and Termination of Member Family Membership. A member family’s membership may be terminated subject to forfeiture at the discretion of the Board of Directors for violation of policies, as established by the Board.
(b) Right to Appeal. When the Board terminates or subjects the family membership to forfeiture, it shall notify the family member by mail. The family member shall have the right to appeal the ruling of the Board by notifying the Club President c/o Madrona Swim Club, P.O. Box 3153, Salem, Oregon 97302, in writing within ten (10) days from the date of mailing. Such appeals shall be considered at the next regular meeting of the Board or at a special meeting called for that purpose.
SECTION 6. Failure to Surrender a Certificate. In the event a member family membership is forfeited or terminated, the certificate of membership shall be void and of no further legal effect.
SECTION 7. Complaints. Complaints regarding the conduct or action of any officer, director, member, or employee of the club, or regarding any phase of the operation of the club, shall be submitted in writing by the complaining member to the Secretary, who shall submit the same to the Board of Directors for disposition.
ARTICLE VII – INDEMNIFICATION OF DIRECTORS
The corporation shall indemnify each of its Directors or agents to the fullest extent permissible under the Oregon Non-Profit Corporation Law (ORS 61.005 et seq.) as the same exists or may hereafter be amended, against all expenses, liability, and losses including attorney’s fees incurred or suffered by such person by reason of or arising from the fact that such person is or was a Director or agent of the corporation, or is or was serving at the request of the corporation, and such indemnification shall continue as to a person who has ceased to be a Director or agent and shall inure to the benefit of his or her heirs, executors or administrators.