Bylaws

Bylaws of Windwood Swim and Tennis Club, Inc. (revised 2009)

SECTION 1 - ANNUAL MEETING

The Annual Meeting of members of the Windwood Swim and Tennis Club, Inc. shall be held prior to year end of the current year, as the Board of Trustees shall designate, on the Club property or at some other place in the vicinity of the Club, specified in the notice of such annual meeting.

SECTION 2 - SPECIAL MEETINGS

Special meetings of members may be called by the President, Vice President or a majority of the Board of Trustees, or upon written request of ten (10) percent of the members in good standing, shall be called by the Board of Trustees, or by such requesting members if the Board of Trustees fails to act within a reasonable time. Special meetings may be held on the Club property or at some place in the vicinity of the Club specified in the notice of such special meeting.

SECTION 3 - NOTICE OF MEETINGS

Ten (10) days written notice of any meeting of members, annual or special, shall be given to all members by those calling such a meeting by posting a notice on the Club property and by placing written notice in the regular mail addresses/email of members or by any other legal method. No notice of any meeting of members which is adjourned to another time and/or place need be given if the time and place are fixed at the meeting adjourned.

SECTION 4 - QUORUM

Fifteen (15) members entitled to vote who are present at any meeting of members shall constitute a quorum for such meeting, but no action required by law or these Bylaws to be authorized or taken by a specified proportion of members may be authorized or taken by a lesser proportion. A majority of the members who are present at any meeting may adjourn such meeting at any time.

SECTION 5 - OFFICERS OF MEETINGS AND ORDER OF BUSINESS

The President of the Club shall preside at all meetings of members, and in his absence or disability, the Vice President shall preside.  The Secretary of the Club shall act as secretary at all meetings of members.The order of business at meetings of members shall be as follows:

(a) Call to order
(b) Presentation of proxies, roll call and announcements of the number of voting members present
(c) Reading of the minutes
(d) Reports of Trustees, Officers and Committees
(e) Unfinished business
(f) Election of Trustees, if applicable
(g) New business
(h) Adjournment

This order may be changed by the affirmative vote of a majority of members present at the meeting.

SECTION 6 - MEMBERSHIP

A family unit will include the owner(s) who live in the same residence and their children under age 25. Some other combination of persons may be recognized as a family unit by a majority vote of the Board.

(a) Charter Family Memberships are those families who purchased a membership from the Club on or before May 1, 1986 for a membership fee of $750.00.
(b) Family Memberships are all those families who have been accepted for membership by the Board of Trustees after May 1, 1986.

Unless sooner terminated under Section 10 below, Charter and Family Memberships shall terminate on the death of the survivor of the husband or wife. In the case of divorce, see Section 11 below – Transfer of Membership.

SECTION 7 - MEMBERSHIP FEES

Type of Member - Equity

Charter Family Membership - $750.00 [original members]

Family Membership - $1200.00

SECTION 8 - LIMITATIONS OF MEMBERSHIP

There shall be not more than a total of four hundred (400) Charter Family and Family Memberships outstanding at any time.  In all remaining cases throughout these Bylaws, both Charter Family and Family Memberships shall be referred to as Memberships.

SECTION 9 - ACCEPTANCE TO MEMBERSHIP

Membership will not be effective until a stock certificate in the owner(s)’s name is signed by the President and Secretary of the Club at the time of the membership transfer.  Transfers shall be communicated by the membership committee to the Board of Trustees at the next meeting of the Board of Trustees.

SECTION 10 - TERMINATION AND/OR SUSPENSION OF MEMBERSHIP

Any member may be terminated and/or suspended by the vote of five (5) Trustees, for any of the following reasons:

(a) Violation of these Bylaws
(b) Violation of the operating rules of the Club (see Sec. 26)
(c) Non-payment of indebtedness to the Club (see Sec. 23); or
(d) Any action or conduct of the member or his family deemed by the Trustees to be prejudicial to the best interest to the Club.

However, before any such action by the Trustees, the member shall be given at least ten (10) days written notice of the charges and an opportunity to appear before the Board of Trustees and to be heard on such charges.  During suspension, the member and his family shall be refused admittance to the Club property and use of all Club facilities.  Upon termination for cause, the equity belonging to a Membership may be purchased by the Club and sold or transferred upon terms of Section 11.

SECTION 11 - TRANSFER OF MEMBERSHIP

(a) Equity means equity net of any outstanding indebtedness to the Club
(b) Upon resignation or death while in good standing, the owner of a Membership or his or her legal representative, shall have the obligation to sell and transfer the equity belonging to such Membership to the next qualified person on the Buyer’s waiting list of the Club for $1,200 less any outstanding indebtedness, subject to the approval of the Trustees.  In the event no Buyer’s waiting list of the Club exists, the owner who has resigned or the deceased owner shall have the right to sell his Membership for $1200 to any person subject to the approval of the Trustees, or if a seller’s list exists, be placed on the seller’s list. Memberships in good standing will be sold based on the order of the list. If a member chooses not to sell when they reach the top of the list, they will either be removed from the list or moved to the bottom. The buyer will provide a certified check for $1200 made payable to Windwood Swim & Tennis Club. Once payment is received, the Club will issue a check for $1200 to the seller for the sale of their membership.
(c) Notwithstanding the above, Members who have moved, may offer their Membership for transfer to the new owner of their home for any price, subject to the approval of the Board of Trustees.  Such transfer must be made 10 days from the date of sale closing.  If the new owner of the home does not purchase the Membership equity, the owner of the Membership shall be considered to have resigned and be subject to the requirements of the preceding paragraph.
(d) The Club will make the Membership available to the first applicant on the waiting list. Waiting list applicants will have ten days in which to accept or reject membership.
(e) Where divorce has been granted, the Membership will be transferred to one of the spouses, as per their signed written agreement submitted to the Club secretary.  In the absence of such assigned written agreement being submitted to the Club secretary after the granting of divorce, owner shall be deemed to have resigned from the Club and be subject to the requirements of paragraph (b) above.

Nothing herein shall obligate the Club to purchase any equity of any Membership unless the purchase is approved by the Trustees.

SECTION 11A - ASSIGNMENT OF MEMBERSHIP

Subject to the approval of the Board of Trustees, the owner of a Membership may temporarily assign their rights to use the Club facilities to another family.  A request to assign these rights must be submitted to the Board of Trustees in writing and must include the beginning and ending dates of the assignment period.  The assignment period must be for no more than one year, but must include one entire swim season.  The owner of the Membership may use the facility as a guest and must comply with the Club’s rules regarding guests.  In all other areas, the owner of the Membership retains all other rights and obligations of membership including the obligation to pay the Club’s annual dues.

SECTION 12 - RECORD OF MEMBERSHIP

The Board of Trustees shall keep a record showing the names and addresses of the owners of all Memberships in the Club and the dates of admission, termination and/or suspension.

SECTION 13 - VOTING

Members shall always vote as one class. The owners of a Membership  shall be entitled to cast one vote per Membership.

Voting and elections, and votes on other matters concerning the Club, may be conducted by mail when so determined by the Board of Trustees.

Votes may be cast by proxy, provided that all proxies are in writing, and presented to the Secretary of the meeting prior to the vote or other action. In all other respects, voting by proxy shall be governed by the applicable provisions of the Ohio Corporation Laws.

SECTION 14 - INDEBTEDNESS

Indebtedness to the Club shall consist of the following items, due as indicated:

Type of Indebtedness - Date Due
(a) Membership Fees - As designated by the Board of Trustees
(b) Capital Assessments - As designated by the Board of Trustees
(c) Annual Dues - April 1 of each year
(d) Liability for property damage - As designated by the Board of Trustees

In every case of non-payment of a part or the whole of the annual dues on the due date or dates, as their case may be, such a member shall be subjected to a late-payment charge as designated by the Board of Trustees.

In every case, non-payment of a part or the whole of the annual dues and/or late payment charges as the case may be, shall subject said member to the suspension and/or termination of his membership under Section 10.

In every case, members who have not completed the sale of their Membership to another party by April 1 remain responsible to pay the full annual dues by April 1.

SECTION 15 - CAPITAL ASSESSMENTS

Capital Assessments may be made and levied on the Memberships in the Club from time to time, by the affirmative vote of (2/3) two-thirds members entitled to vote which are represented in person or by proxy, at a meeting of members called and held for the express purpose of considering a capital assessment and provided that ten (10) days notice by mail is given to each voting member of any such proposed assessment.

SECTION 16 - ANNUAL DUES

The annual dues payable with respect to Membership in the Club shall be fixed by the Board of Trustees, and may be increased or decreased from time to time in order to meet the operating costs of the Club, provided that the annual dues shall not be increased by more than fifteen (15%) per cent over the previous year.

Members who volunteer to perform designated work and activities necessary for the proper operation, maintenance, or improvement of the Club will receive a credit toward the annual dues for the following year.  The hours of work required and the amount of the credit will be determined by the Board of Trustees each year.

SECTION 17 - RULES

The Board of Trustees may adopt such rules governing the operation and use of the Club property and facilities and from time to time, amend, change or repeal the same or any part thereof, as a majority of the Board of Trustees shall deem best, provided that no such rules shall be inconsistent with these Bylaws.

BOARD OF TRUSTEES

SECTION 18 - NUMBER AND QUALIFICATION OF TRUSTEES

The incorporators shall elect and appoint three (3) Trustees, who will have the powers and duties of Trustees of the corporation.  These Trustees shall set a date for an election of up to twelve (12) Trustees by the membership which Trustees will then direct the activities of the Club.  There may be less than twelve (12) trustees, but in no case less than six (6) trustees on the Board.

The election of Trustees may be by ballot, voice vote or any other legal method.

No Trustee having served a full term of three (3) years shall be qualified to serve as Trustee for a period of one (1) year after completion of such term.

SECTION 19 - TERM OF OFFICE

Trustees shall hold office for three (3) years and until their successors are elected and qualified provided that one-third (1/3) of the first Board of Trustees elected pursuant to the Bylaws shall hold office only until their successors are elected and qualified at the first Annual Meeting of members next succeeding their election; one-third (1/3) shall hold office until their successors are elected and qualified at the second Annual Meeting succeeding their election; and remaining one-third (1/3) shall hold office only until their successors are elected and qualified at the third Annual Meeting succeeding their election.  In subsequent elections, one-third (1/3) of the Trustees shall be elected each year.

Any vacancy occurring for any reason whatsoever may be filled for the unexplored term thereof by a majority vote of the remaining Trustees.

SECTION 20 - MEETINGS

The first meeting of the new Board of Trustees shall be held within (30) days after the new Board members are elected; such first meeting shall be an organization meeting at which the Trustees shall elect a President, a Vice President, a Secretary and a Treasurer, together with other such officers as they in their discretion may deem best.

Meetings of Trustees may be called by an officer, or any other three (3) Trustees.  The Secretary shall give not less than two (2) days written or oral notice of meetings of Trustees to the Trustees, by any legal method, provided that any such notice may be waived by the entire Board of Trustees at any time.  No notice of any Trustees meeting adjourned to another time and/or place, need be given if the time and place are fixed at the meeting adjourned.

A majority of Trustees shall constitute a quorum for the transaction of any business.  The vote of a majority of Trustees present at any meeting at which a quorum is present shall be the act of the Board of Trustees, except where a larger or different number or proportion is required under law of these Bylaws.

Meetings of Trustees may be held at such place or places as any five (5) Trustees may from time to time determine.

SECTION 21 - POWERS

The Board of Trustees shall have the control and management of the business funds, property and affairs of the Club. The Board of Trustees shall not sell, lease, mortgage or otherwise dispose of or encumber any real estate owned by the Club, or all other assets of the Club, without a majority vote of the outstanding Memberships entitled to vote.

OFFICERS

SECTION 22 - GENERAL

The Officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Trustees for one (1) year.  The President and Vice President shall be Trustees, but the Secretary and the Treasurer need not necessarily be Trustees.  The Board of Trustees may also elect or appoint one or more assistants and/or other officers or agents, who need not be Trustees.  Any one person may hold more than one office.  Vacancies in office shall be filled by the Trustees.

Any officer of the Club may be removed for cause by a two-thirds (2/3) majority of the Board of Trustees at a meeting duly called and held for such purpose.

SECTION 23 - DUTIES OF OFFICERS

The officers shall have all the powers and perform all the duties which are incident to their respective offices under the laws of Ohio, now or hereafter enacted, or which are assigned by the Board of Trustees.

SECTION 24 - SURETY BOND

Surety bonds in such amounts and with such sureties as may be satisfactory to the Board of Trustees may be required by the Board or any officer, agent or employees of the Club, the cost thereof to be paid by the Club.

SECTION 25 - COMMITTEES

The Board of Trustees may create and establish from time to time, such committees as it may deem best to carry out the administration of the Club.  Members of such committees need not be Trustees.  However, all such committees shall be subject at all times to the control and direction of the Board of Trustees and shall report all actions to the Board of Trustees, either in writing or orally.

SECTION 26 - LIMITATION OF LIABILITY AND INDEMNIFICATION OF TRUSTEES, OFFICERS AND EMPLOYEES

(A) No person shall be liable to the corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him as a Trustee, officer or employee of the Club, if such person (a) in good faith exercised or used the same degree of care and skill as a prudent man would have exercised or used under the circumstances in the conduct of his own affairs, or (b) in good faith took, or omitted to take, such action in reliance upon advice of counsel for the Club or upon the books and records of the Club, upon reports made to the Club by an officer or employee or by any other person selected for the purpose with reasonable care by the Club, or upon financial statements or written reports prepared by an officer or employee of the Club in charge of its accounts or certified by a public accountant or firm of public accountants, or (c) in good faith considered the assets to be of their book value or followed what he believed to be sound accounting and business practices.

(B) In case any person was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Club, by reason of the fact that he is or was a Trustee, officer or employee of the Club or is or was serving at the request of the Club as a Trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, the Club shall indemnify such person against expenses, including attorneys’ fees, judgments, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Club, and with respect to any manner the subject of a criminal action, suit or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or conviction, or upon a  plea of nolo contendre or its equivalent, shall not itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Club, , or that he had reasonable cause to believe that his conduct was unlawful.

(C) In case any person was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the Club, to procure a judgment in its favor by reason of the fact that he is or was a Trustee, officer, or employee of the Club, or is or was serving at the request of the Club as a Trustee, director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, the Club shall indemnify such person against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Club, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Club, in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Pleas or such other Court shall deem proper.

(D) To the extent that a Trustee, officer or employee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (B) and (C) of this Section 22 in defense of any claim, issue or matters therein, the Club shall indemnify him against expenses, including attorney’s fees, actually and reasonably incurred by him in connection therewith.

(E) Any indemnification under paragraphs (B) and (C) of this Section 22, unless ordered by a court, shall be made by the Club only as authorized in the specific case upon a determination that indemnification of the Trustee, officer or employee is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (B) and (C) of this Section 22.  Such determination shall be made (1) by a majority vote of a quorum consisting of Trustees who were not and are not parties to or threatened with any such action, suit or proceeding, or (2) if such quorum is not obtainable by a majority vote of a quorum of disinterested Trustees, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Club, or any person to be indemnified within the past five years, or (3) by the Court of Common Pleas or the Court in which such action, suit or proceeding was brought.  Any determination made by the disinterested Trustees under subparagraph (1) of this paragraph (E) or by independent legal counsel under subparagraph (2) of this paragraph (E) shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the corporation referred to in paragraph (C) of this Section 22, and if within ten (10) days after the receipt of such notification, such person shall petition the Court of Common Pleas or the Court in which such action or suit was brought to review the reasonableness of such determination, no action in implementing such determination shall be taken until after the final judgment of such Court has been had and such determination has been modified to the extent necessary to accord with such judgment; however, if after such ten (10) day period, such person shall have petitioned the Court of Common Pleas or the Court in which such action or suit was brought to review the reasonableness of such determination, the Club shall proceed to implement such determination.

(F) Expenses, including attorney’s fees, incurred in defending any action, suit or proceeding referred to in paragraphs (B) and (C) of this Section 22, may be paid by the Club in advance of the final disposition of such action, suit or proceeding, as authorized by the Trustees in the specific case upon the receipt of an undertaking by or on behalf of the Trustee, officer or employee to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Club as authorized in this Section 22.

(G) The indemnification provided by this Section 22 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law, under any insurance policy purchases by the Club under the Articles or the Bylaws of the Club, or any agreement, vote of disinterested Trustees, or otherwise, both as to action in his official capacity or as to action in another capacity while holding such office, and shall continue where such person has ceased to be a Trustee, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

(H) The Club may purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Club or is or was serving at the request of the Club as a Trustee, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Club would have indemnified him against such liability under this Section 22.

SECTION 27 - DISSOLUTION

The Club may wind up its affairs and dissolve by resolution adopted by majority vote of its entitled Membership.  Upon dissolution, the assets and property of the Club shall be liquidated by the Board of Trustees or under its direction by its nominee, and all indebtedness of the Club shall be paid from the proceeds of such liquidation.  Indebtedness of the Club includes the payment to all owners of Membership of the equities belonging thereto, and if such proceeds are not sufficient for such repayment in full, a pro-rata repayment shall be made.

SECTION 28 - AMENDMENTS TO BYLAWS

Any and all sections of these Bylaws may be amended, modified or repealed, at any meeting of members at which a quorum is present by the affirmative vote of a majority of votes cast as set forth in Section 13, provided that the notice of such meeting shall have contained the proposed amendment, modification or repeal, or the substance thereof.