BYLAWS of the Woodbridge Club

 (Amended September 5, 2021)

ARTICLE I

NAME AND PURPOSE

SECTION 1. NAME. The name of this organization shall be The Woodbridge Club (hereinafter referred to as the “Corporation”).

SECTION 2.PURPOSE. The purpose of the Corporation shall be the maintenance of a social club for the enjoyment, entertainment, amusement, and association of its members.

ARTICLE II
MANAGEMENT

SECTION 1. BOARD OF DIRECTORS. 

(a) The management and direction of the Corporation shall be conducted by a board of directors (hereinafter referred to as the “Board of Directors”).  The Board of Directors shall consist of twelve (12) of its members who shall be elected for staggered (i.e., not elected in the same year) three (3) year terms at the (annual) meeting of the members of the Corporation.

(b) If the immediate past president has completed such person’s three-year term, such person shall be included as a full Board member by extending such person’s term one additional year.) 

(c) Members of the Board of Directors (hereinafter referred to as “Directors”) shall be of the age of majority in this state, and shall be elected as follows: A minimum of three (3) members shall be elected every year. The Board shall determine the number of positions to be filled and present a list of nominees equaling that number to the membership. Nominees recommended to fill unexpired terms shall be listed as such with the length of the term to be served. Not more than four (4), nor less than one (1) weeks prior to such annual meeting, the Board of Directors shall cause to be sent by the Secretary to each member an election ballot containing the names of the nominees, listed alphabetically, nominated by the Board of Directors for consideration for election to the Board of Directors. No member may be nominated for election to the Board of Directors until said member has been a member of the Corporation for two (2) years. No nominations for the Board of Directors shall be made from the floor at the annual meeting, but any ten (10) members, by a nomination petition signed by them and presented to the Secretary not less than seven (7) days prior to the date of the annual meeting may make other or further nominations for election as Directors. The persons so nominated, equal in number to the available positions, who individually receive the highest number of votes shall be elected as Directors at each such annual meeting.

SECTION 2.OFFICERS. The officers of the Corporation shall consist of a past president, president, vice president, secretary, and treasurer all of whom, except the past president, shall be elected annually by the Directors at a meeting held immediately following each annual meeting of the members of the Corporation. The past president shall be the last retiring president of the Corporation and during the year immediately following the termination of such persons’ office as president, such person shall serve as a voting member of the Board of Directors.

SECTION 3.DEFINITION OF FISCAL YEAR. The fiscal year of the Corporation shall begin on January 1 and shall end on December 31 of each year.

ARTICLE III
GOVERNING BOARD OF DIRECTORS 

SECTION 1.AUTHORITY. The Board of Directors shall have authority – (a) To appoint such committees as from time to time it may deem necessary and select members thereof from the Board of Directors or from the membership of the Corporation as it may deem advisable. (b) To admit, suspend, or expel members. (c) To prescribe rules for admission, suspension, or expulsion of members, for the admission of guests for the use of the Corporation’s premises by members and for their conduct on the same. (d) To assess and collect initiation fees and annual membership dues in such amounts as from time to time they may deem expedient, and to establish such classes of memberships as they deem advisable. (e) Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state. Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state. Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the board of directors or until such person’s death, resignation, or removal from office. (f) To remove any Director who misses three consecutive meetings of the Board of Directors without cause and to fill the vacancy by the appointment of a member to serve until the expiration of the term of such removed Director or until such person’s successor is elected.

SECTION 2.MEETINGS. The Board of Directors shall meet during the month of September in each year following the annual meeting of the Corporation to elect officers for the ensuing yearand may also hold such meetings from time to time as the President may see fit to call or by petition signed by seven (7) members of the Board of Directors, or by fifty-one percent (51%) of the membership of the Corporation.

SECTION 3.DEFINITION OF A QUORUM. At all meetings of the Board of Directors seven (7) members shall constitute a quorum.

SECTION 4. CONDUCT OF MEETINGS. All meetings of the Board of Directors shall be governed according to the latest edition of Robert’s Rules of Order.

SECTION 5. NONLIABILITY OF DIRECTORS.  The Board of Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 6.  INDEMNIFICATION BY THE CORPORATION OF DIRECTORS AND OFFICERS.  The Board of Directors and Officers of the Corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state. 

ARTICLE IV
OFFICERS

SECTION 1. PRESIDENT. The president shall preside at meetings of the Corporation and the Board of Directors, shall appoint the chairs of all committees, and shall have general oversight and management of the Corporation.

SECTION 2. VICE-PRESIDENT. The vice-president, in the absence or inability of the president to serve, shall perform the duties of the president and perform such duties belonging to such person’s office as the Board of Directors from time to time may direct.

SECTION 3. SECRETARY. The secretary shall keep records of the proceedings of all meetings of the Board of Directors and of the Corporation, shall have general charge of the correspondence of the Corporation, shall send out notices of all meetings of the Corporation, keep a list of members of the Corporation and perform such duties belonging to such person’s office as the Board of Directors from time to time may direct.

SECTION 4. TREASURER. The treasurer shall have sole charge of the finances of the Corporation subject to the direction of the Board of Directors. Said treasurer shall furnish a bond the amount to be determined by the Board of Directors and premium paid by the Corporation. Such person shall oversee collection and disbursement of all the monies of the Corporation and shall account for the same at the annual meeting of the Corporation and shall perform such other duties pertaining to such person’s office as the Board of Directors from time to time may direct.

SECTION 5. ACCOUNTANT. An accountant, who shall not be a member of the Board of Directors, shall be chosen by the Board of Directors. Such an accountant shall compile the tTreasurer’s account and other requested financial information for the fiscal year and shall report the results to the Board of Directors.

ARTICLE V
COMMITTEES

SECTION 1. COMMITTEES. The Board shall establish committees, including Standing Committees, Ad Hoc Committees, and Task Forces. The president shall appoint the chairs of the committees, unless otherwise provided by these Bylaws.

SECTION 2. STANDING COMMITTEES. The Board shall establish standing committees, each of which shall consist of one or more members of the Board of Directors. Standing committees will include a Tennis Committee, Social Committee, Membership Committee, Nominating Committee, and Budget and Finance Committee.

SECTION 3. NOMINATING COMMITTEE. The Nominating Committee shall consist of the immediate past president, serving as Chair, as well as Directors appointed by the past president. The purpose of the Nominating Committee shall be to identify potential candidates for election to the Board of Directors.

ARTICLE VI
MEMBERSHIP

SECTION 1. ELIGIBILITY FOR MEMBERSHIP. Membership in the Corporation shall be open to all applicants who meet qualifications established by the Board of Directors. The spouse or partner and the unmarried children all living in the same household (26 years of age and under) are covered under the membership of a dues-paying member and shall automatically become members of the Corporation. Voting power shall be confined to a dues-paying member or spouse or partner. Each membership is entitled to one (1) vote at any meeting of the Corporation. Eligibility to be elected to the Board of Directors and hold office shall be open to any dues paying member, or to the spouse or partner, of any dues paying member after said member has been a member of the Corporation for two (2) years. Only the dues paying member or spouse, or partner may serve in such an elected capacity at any one time.

SECTION 2. APPLICATION FOR MEMBERSHIP. Applications for membership shall be made in writing to the Board of Directors, signed by at least two (2) members of the Corporation.Upon approval by the Board of Directors new members shall immediately assume all rights and privileges of full membership.  This responsibility may be assigned to the Club Director with oversight by the Board of Directors.

SECTION 3. COMMUNICATIONS. Official communications between the Corporation and individual members shall take place via electronic communication, mail, or both, as appropriate.

SECTION 4. RESIGNATION OF MEMBERSHIP. Members of the Corporation must notify the Club Director, in writing, of their intention to resign from the Corporation and the resignation will be accepted when all financial obligations to the Club are paid.

ARTICLE VII
MEETINGS OF THE CORPORATION

SECTION 1. ANNUAL MEETING. The annual meeting of the Corporation shall be held on such date not earlier than September 1 nor later than September 30 in each year as shall be designated by the president. Notice of each annual meeting shall be communicated to the members of the Corporation at least one (1) week prior to the date so fixed by the president.

SECTION 2. DEFINITION OF A QUORUM. Ten percent (10%) of dues-paying members shall constitute a quorum at any meeting of the Corporation.

SECTION 3. CONDUCT OF MEETINGS. All meetings of the Corporation shall be governed according to the latest edition of Robert’s Rules of Order.

ARTICLE VIII
AMENDMENTS TO THESE BYLAWS

These Bylaws may be amended at any annual meeting of the Corporation by two-thirds vote of the dues paying members present and voting provided notice of the proposed amendment be given in the call for such meeting of the Corporation.

ARTICLE IX
SALE OF ASSETS, DECLARATION OF INSOLVENCY, AND/OR DISSOLUTION OF THE CORPORATION

In the event of the proposed sale of assets, dissolution of the Corporation, or declaration of insolvency, the Board of Directors shall call a special meeting of the Corporation to vote on said proposal. Notice of the special meeting shall be sent to each dues-paying member at least one week prior to said meeting with a full explanation of the proposal and action to be taken. Any action taken at such a meeting must be passed by two-thirds (2/3) vote of the dues-paying members present.