BY-LAWS OF NORTHWOOD CLUB, INC.
HAGERSTOWN, MARYLAND
Revised – Season 2000
Revised – Season 2009 – General Meeting
Table of Contents
ARTICLE I – Name
ARTICLE II – Object
ARTICLE III – Government
ARTICLE IV – Board of Directors
ARTICLE V- Officers
ARTICLE VI – Membership
ARTICLE VII – Dues and Fees
ARTICLE VII – Meetings
ARTICLE IX – Committees
ARTTCLE X – Operating Managers
ARTICLE XI – Miscellaneous
ARTICLE I – Name
The name of the Club shall be NORTHWOOD CLUB, INC.
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 non-profit swimming pool and other recreational facilities, together with such incidental objects as are appropriate, in the conduct of its activities in Washington County, State of Maryland, for the exclusive use of its members, their families, and guests as covered by the Rules and Regulations.
ARTICLE III – Government
Section I
A. The Club shall be managed by a Board of Directors elected by the membership at the annual meeting. The directors shall be elected from among the adult members for a term of three years. The Board shall number 15. All adult members 18 years and older are eligible.
Section 2
A. On or before September 15 the Nominating Committee shall give the Secretary at least 6 director nominees, who will have consented to their nomination. The Nominating Committee will be composed of 3 runners-up in the previous election and 2 directors (appointed by the President, one as Chairman) whose terms will not expire at the ensuing annual meeting of the Club.
Section 3
A. The Board of Directors shall cause the names of all legally posted candidates to be printed on a ballot with blank spaces provided for candidates who may be nominated from the floor, and said ballot shall be the only ballot counted at the annual meeting. Nominees from the floor must consent to their nominations.
Section 4
A. Any member of the Board of Directors who shall cease to hold membership in the Club automatically shall cease to be a member of the Board of Directors.
Section 5
A. When a vacancy occurs on the Board of Directors, the Board shall fill such vacancy. The first runner-up of nominees for Board membership shall fill the unexpired term of the vacated Board member; the second runner-up shall fill the second vacancy, etc. After all runner-up nominees have been exhausted, the Board shall appoint another person from the Club membership to fill the vacancy.
Section 6
A. In the event that a board vacancy cannot be remedied by the provisions in Section 5, a current board member may be allowed to extend their term for one additional year to fill such vacancy, subject to board approval.
ARTICLE IV – Board of Directors
Section 1
Consistent with these By-Laws, the Board of Directors shall:
A. By a majority vote of the board, the board may transact all Club business, and make and amend rules for the regulations of the use of the Club property. It may appoint and remove such officers, clerks, agents, servants, or employees as it may deem necessary and may fix their duties and compensations.
B. Fix, imposes, and remits penalties for violations of these By-Laws and rules of the Club.
C. Elect from the Board of Directors a President, a Vice-President, a Treasurer, and a Secretary, all of who shall serve without compensation.
D. Constitute and appoint committees and define the powers and duties of the same.
Section 2
A. The Board of Directors 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. All checks and drafts over $500 must be signed by one Club officer and the Treasurer; checks and drafts under $500 shall be signed by the Treasurer.
B. No capital expenditure shall be made by the Board of Directors in excess of $2,500 in any year unless approved by a vote of a majority of the membership present in person or by proxy at the annual meeting or any special meeting called for that purpose.
Section 3
The Board of Directors shall cause the books of the Club to be audited annually by auditors selected by the Board of Directors, who shall neither be Directors nor officers of the Club, and the report of the auditors shall be available to the members at all times.
Section 4
A. The Board of Directors shall meet monthly and at such other intervals, as they may deem necessary.
B. The number of directors to constitute a quorum shall be 8.
C. Members of the Board have a responsibility to attend all scheduled Board meetings. If any Board member misses three consecutive Board meetings that member shall be subject to replacement unless the Board shall determine that one or more of the absences was for good cause. Replacement shall be in accordance with Article III – Section 5.
Section 5
A. Nothing in these By-Laws shall be construed to permit the Board of Directors to borrow or pledge the credit of the Club without the specific approval of the membership at a duly held meeting.
B. The Club shall maintain a reserve fund to provide emergency funds to cover emergencies costing $1,500 or more, which were not budgeted and are necessary to keep the pool or other facilities operating. The Board of Directors shall authorize each expenditure from the emergency fund. This fund may not exceed $60,000 and will be accumulated from the unused funds at the end of the year.
Section 6
A. Any member of the Board of Directors may be removed from office by a majority vote of the membership present in person or represented by proxy at either an annual meeting or a special meeting called in accordance with these By-Laws.
Section 7
A. A Board Member may NOT be a paid staff of Northwood Club, Inc.
ARTICLE V- Officers
Section I
A. The officers of this Club shall be a President, a Vice-President, Treasurer, and a Secretary. The President, Vice-President, Treasurer, and Secretary shall be elected annually by the Board of Directors from among its members. The President and Vice President may serve a two year term and the Secretary and Treasurer may serve unlimited terms within their terms as Board Members.
B. The President, Vice President, Treasurer and Secretary will serve as the Executive Committee within the Board with certain authorities as outlined by the board.
Section 2
A. The President shall preside at the meetings of the Club and of the Board of Directors. He/She shall be the administrative officer of the Club. He/She shall appoint, subject to confirmation by the Board of Directors, all standing committees, designating the Chairman thereof, and all special committees as may be directed. He/She shall be ex-officio, a member of all committees.
Section 3
A. The Vice-President, in the absence or disability of the President, shall act in His/Her stead. He/She shall, under the direction of the President, attend to the business and financial operations of the Club, and He/She shall be the chairman of the Finance Committee. He/She shall be ex-officio, a member of all committees. The Vice-President shall work with the Business Manager or Bookkeeper & Accountant for the establishment and maintenance of a proper accounting system, which will provide for records of accounts of the Club. He/She shall maintain active account records for each member for invoicing or issuing refunds, etc. He/She shall perform such other duties pertaining to His/Her office as may be asked of Him/Her by the Board. Both the Vice-President and Business Manager or Bookkeeper & Accountant shall be bonded at the expense of the Club in an amount to be specified by the Board of Directors.
Section 4
A. The Secretary shall send out the notices of the meetings of the Club and of the Board of Directors, keep minutes, and attend to the correspondence pertaining to his office. He/She shall perform all other duties pertaining to His/Her office as may be asked of Him/Her by the Board of Directors, and in the absence or disability of the President and Vice-President, shall act for the President.
ARTICLE VI – Membership
Section I
A. Family Memberships – Shall be issued to husband and/or wife, and all dependents of the husband and/or wife, upon his or her discretion. Family Memberships will be issued a Series “A” Certificate and shall have one vote.
Membership cards entitling one to use Club facilities will be issued to:
I. The husband and/or wife and all dependents of the husband and/or wife. Dependant is defined as a child or relative who has the same principal residence as the husband and/or wife for more than half the previous year and must be under the age of 19 at the end of the previous year, or under the age of 24 if a full time student for at least five months of the year, or be permanently and totally disabled at any time during the year.
II. At the discretion of the Board of Directors the board may issue a “Special Membership” card to any person residing in the same household as the Family Membership, provided written request is made to the Board. Request will be addressed at the next regularly scheduled Board Meeting. “Special Membership” card requests must be submitted in writing to the board for the upcoming season. The expiration date of those requests will be at pool closing on Labor Day that season and need to be reapplied / renewed annually at the beginning of the next season following the same procedure as outlined above.
III. Where both parents are employed or special child needs are required, a “Special Child Care” card may be provided to the family to be used in the absence of the parents, by a child care provider age 13 or older for admission and accompanying the child to the pool, with restrictions and qualifications set forth by the Board of Directors as outlined in “Rules and Regulations” A written request outlining reasons and related circumstances for obtaining the Special Child Care card must be made to the Pool Management for approval. The expiration date of those requests will be at pool closing on Labor Day that season and need to be reapplied / renewed annually at the beginning of the next season following the same procedure as outlined above.
B. Individual Memberships – Shall be issued to any person 18 years of age or older, as prescribed and approved by the Board of Directors. A person holding an Individual Membership shall be issued a Series “A” Certificate and will have one vote. Upon the marriage of a member holding an Individual Membership, the member shall notify the Board of Directors, and as a condition of continuation of the membership, the Individual Membership shall be converted to a Family Membership.
C. Senior Citizen Discount – A $50.00 discount will be allowed for all memberships where the stockholder is 62 years of age or older. The discount will apply to both Family and Individual memberships.
Section 2
A. The Board of Directors at the second meeting of the Board after each annual meeting of the Club shall appoint a Membership Committee for ensuing year. It shall be the duty of this committee to meet from time to time to consider applications for membership in the Club and to recommend to the Board suitable applicants for membership. Candidates are encouraged to include personal club member recommendations.
B. The Board of Directors shall vote upon the admission to the Club of each applicant recommended by the Membership Committee at their first meeting after receiving such recommendation and shall confer membership only upon those applicants by two-thirds (2/3) of the members of the Board present. The Membership Committee has the option to use email for the 2/3 vote of acceptance to expedite acceptance to the pool and / or to use at the next board meeting.
Section 3
A. Any member of the Club may withdraw at anytime subject to the provisions of Article VII and there shall be no refund of the current year’s dues.
Section 4
A. Any individual of either membership classification 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 Directors present at any meeting thereof, or expelled by a three-fourths (3/4) vote of the entire membership of the Board. Cause for expulsion or suspension shall, in general, consist of violation of these By-Laws or of the rules of the Club, or of conduct unbecoming a lady or gentleman.
B. The Board of Directors may delegate to the Chairman of the Pool and Grounds Committee, or to a responsible employee of the Club, the authority to suspend pool privileges for the violation of Club rules and regulations, provided such suspension does not exceed seven (7) days. A written report of such suspension, containing reasons therefore, shall be submitted to the President within 24 hours.
Section 5
A. All 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.
B. The Board of Directors at its discretion may extend the privileges of the Club to any person or persons.
C. The Board of Directors shall by rule fix the terms and conditions upon which guests or members may use the facilities of the Club.
D. Any property of the Club broken or damaged deliberately or carelessly by a member or His/Her guest shall be promptly paid for by such member. No person shall take any article belonging to the Club.
E. 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.
F. 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 6
A. The number of memberships of the Club shall be established at 400, but in the discretion of the Board of Directors, this number may be increased not to exceed a limit of 500.
Section 7
A. At any annual or special meeting, each current membership shall be entitled to one vote. A membership may vote in person or by proxy designated in writing. Regardless of the name shown on the stock certificate, either the husband or wife may vote a family membership and may serve as a director or committee member as referred to in these By-Laws.
Section 8
Transfer of Membership – A membership may be transferred only as follows:
A. Members desiring to transfer must be in good standing with the Club.
B. Request must be made in writing to the Board of Directors.
C. Memberships may be transferred only to the son or the daughter of the father or mother of a family or an individual membership.
D. Persons receiving their membership by transfer must be approved by the Board of Directors.
E. Upon the completion of the transfer, the original member forfeits all rights and privileges of Northwood Club, Inc.
F. The initiation fee shall be waived on this transfer.
Section 9
A. Membership Preference – Former members in good standing or the sons or daughters 18 years of age or older of current or former members shall be given equal preference over all other applicants for membership.
Section 10
A. Divorce and Separation – In the event of an absolute divorce and/or written separation agreement between a husband and wife who held a family membership, the husband and/or wife shall notify and provide written legal documentation to the Board of Directors which spouse (if either) will retain the family membership. Failure to advise and provide legal documentation to the Board of Directors within (30) days of the granting of the absolute divorce or the execution of a written separation agreement shall result in termination of membership including privileges for all members of the family.
Section 11
A. The Board of Directors can establish and approve any membership promotional activities and concepts anytime during the year for the betterment of the club.
ARTICLE VII – Dues and Fees
Section I
A. The Board of Directors, at its second meeting after the annual meeting of the members, shall establish dues for each class of membership for the ensuing year.
B. Dues shall be sufficient to provide for the necessary operating expenses of the Club and the proper maintenance and improvement of its property.
C. Annual dues for membership shall be established by the Board of Directors but shall not exceed an amount approved by the membership at the annual meeting. Such amount will be sufficient to cover the approved budget.
D. Bills and statements for guest fees and other incurred charges will be included on the dues statements rendered the following year. If the member should cancel his membership, the amount due shall be deducted from his membership refund.
Section 2
A. The cost of a membership and initiation fees shall be set forth annually by the Board of Directors and presented in writing at the annual general membership meeting. The membership fee is refundable in accordance with Section 3 of this Article but the initiation fee is not refundable. The membership fee shall be increased in value to cover capital expenditures as follows:
A. When capital expenditures for capital items not existing are voted by the membership, the value of the membership’s share shall be increased provided the accumulated capital expenditure is $4,000 or multiples thereafter of $2,000 and is voted in a single fiscal year. The increase in value of a membership share shall be determined by dividing the capital expenditure by the existing number of shares. Increases after the first $10.00 per share shall be in increments of $5.00. Capital items thus approved by the membership are to be financed by membership assessment and not by dues. If capital items do not equal the amount required for assessment, they are to be included as dues. Assessment revenues shall be deposited in a separate bank account and used only for approved specified capitalization. Capital items shall be defined as land, buildings and equipment, major improvements which fall within the amounts specified above.
B. Replacement of existing capital items may be capitalized for the difference between the original costs of the item being replaced and the new cost, providing the amount of the difference meets the requirements in paragraph A of this section. Otherwise, such expenses shall be financed through regular dues.
Section 3
A. Except for payment as hereinafter provided each membership shall become null and void upon the date that the holder thereof ceases to be a member for any cause. The time and manner in which the holder shall be paid the value of his membership, subject to the provisions of Section 6 of this Article, shall be determined by the Board of Directors, provided, however, that each membership shall be redeemed in the chronological order in which the memberships terminate, and as soon as payment is received from an incoming membership.
B. Members who have resigned and settled their accounts in full and who may request to return to the Club shall be placed at the top of the waiting list. A former member to thus return to the Club shall pay the current membership share cost, initiation fee, and dues as if he were a new member.
Section 4
A. In the event of the dissolution of the Club in any manner or for any cause, and in no event upon the effective date of dissolution of the Club, membership shall be a hen upon the proceeds of the sale of the property of the Club, after the payment of all its just debts and obligations to the extend of the then value of membership as fixed by these By-Laws, subject to set off of all debts, dues and obligations owed by the holder of the Club. After payment of all member-ships outstanding upon the effective date of dissolution of the Club, the surplus remaining shall be paid and distributed pro-rata among the then membership of the Club.
Section 5
A. Invoices covering dues and other items due by members to the Club shall be distributed by mail or email on or before March 15 with payment due by May 1. If payment or notice of resignation is not received by May 1, the delinquent membership will be referred to the Board of Directors. The Board of Directors will then issue a written notification to the member of their delinquent payment and advise that they have (10) days to make payment or notify the board in writing of their resignation. If His/Her indebtedness shall not be paid in ten (10) days after sending of such notice, the membership will be terminated and he/her shall cease to hold membership in the Club. The terminated membership shall then be offered to the next eligible applicant. Re-instatement of terminated membership procedures are outlined in Article VII, Section 3, Part B.
Section 6
A. Upon cessation of membership for any cause all indebtedness owing to the Club by Him/Her shall be a lien upon and charged against His/Her membership, and the membership may be taken over by the Club to satisfy such indebtedness. In the event of the Club being unable to obtain possession of the membership, it may be canceled on the books of the Club, and a new membership issued in place thereof to a newly elected membership on payment by Him/Her to the Club of the then value of a membership as fixed by these By-Laws. In case of the enforcement of a lien, as above herein provided, neither the signature of the holder nor the delivery of the membership shall be requisite to perfect the transfer to the Club, or to a new possessor, and the Treasurer of the Club, for the time being, is hereby authorized as the attorney of the holder of such membership to make such transfer. Every membership issued is expressly subject to the provisions of this section.
Section 7
A. Membership 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 have been extended, and for all charges and liabilities imposed upon or incurred by guests introduced by them.
Section 8
A. All dues, fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State, or other governmental bodies and agencies. Taxes will be shown as separate items on the Club dues statement.
Section 9
A. The board has the right to create and offer a Finance Program to prospective New Members. This program will be outlined in detail and will not adversely affect the Stock Holders. This offer should be designed as a one time opportunity per family for new members; however, possible special financing can also be offered to existing members with board approval on a case by case basis.
ARTICLE VIII – Meetings
Section I
A. The annual meeting of the Club shall be held during the month of November in each year, at such place and time as the Board of Directors may determine.
B. The annual meeting shall be for the purpose of electing Directors, 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
A. Special meetings of the Club may be called by the Board of Directors; also, upon the written request of ten memberships to the Secretary, stating the purpose therefore, a special meeting shall be called by the Secretary within thirty (30) days.
Section 3
A. Notice of the annual meeting shall be given by mail to the membership at least five (5) clays prior thereto. The notice of the annual meeting shall include the names of candidates nominated by the Nominating Committee.
B. Special meetings of the Club may be held on fifteen (15) days notice by mail to all memberships. The notice shall state the purposes for which the special meeting is called, and no other business shall be transacted thereat.
C. Written notice of special Board meetings shall be given to each member of the Board at least seven (7) days before the date of the meeting.
Section 4
A. Only memberships shall be entitled to vote at meetings of the Club. Any membership may be represented by proxy if not able to attend in person. Voting may be by via voice, but ten (10) memberships, including those represented by proxy, shall have the right to demand voting by roll call.
Section 5
A. Twenty-eight (28) memberships, present in person, shall constitute a quorum at all Club meetings.
Section 6
A. Whenever in these By-Laws notice to memberships is required, with the primary notification will be done via electronic mail and posting on our Northwood website. Only in cases where specifically requested or deemed necessary by the board will regular mail be the method of notification for future meetings. Members are responsible for providing current email address or a written request for regular mail.
Section 7
A. The Board of Directors shall hold its first meeting following the annual meeting of the memberships in each year as promptly, as practical.
B. The Board of Directors 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 Directors may be called by the President, and shall be called by the Secretary upon the request of four (4) members of the Board.
D. Notice of the regular monthly and special Board meetings shall be mailed to each member of the Board at least five (5) days before the date of the meeting.
ARTICLE IX – Committees
Section I
A. The standing committees shall be Pool and Grounds, Program, Membership, Publicity, Finance, Rules, Safety and Tennis.
B. The duties and powers assigned in these By-Laws to the standing committees shall be subject to the authority of the Board of Directors.
Section 2
A. The Pool and Grounds Committee shall exercise supervision over the pool and grounds, shall attend to the improvement and maintenance of the pool, buildings, operating equipment, and grounds, shall have authority there over, and, in conjunction with the Rules Committee, shall see that the rules and regulations of the Club are enforced.
B. The Club President shall appoint the chairman and Vice chairman and members of the Pool and Grounds Committee by the second meeting of the Board of Directors after the annual membership meeting. The Pool and Grounds Committee shall consist of a chairman, Vice chairman, all other members as appointed by the President. The Vice chairman will understudy the chairman with the intention of becoming the chairman the following year or assuming the chairmanship should the current chairmanship become vacant. The retiring chairman shall be a member of the Pool and Grounds Committee as a consultant for one year.
Section 3
A. The Program Committee shall prepare the program of instructions and entertainment and exercise supervision over same. This shall include swimming, teen nights and adult nights and other programs approved for the membership.
Section 4
A. The Membership Committee, in accordance with Article VI, Section 2, shall investigate all applications for membership and report to the Board of Directors.
Section 5
A. The Communications and Publicity Committee shall have as their primary duties to communicate information and events to the membership through management of the Northwood website. In order to improve efficiency and reduce cost, our website and electronic communication will become the primary informational tool for our club. Regular mailings will still be available for those who request it.
Section 6
A. The Finance Committee shall prepare the annual budget for submission to and approval by the Board of Directors, and shall exercise general supervision over the financial transactions of the Club. The Vice-President /Treasurer and Business Manager shall be members of this committee.
B. The Finance Committee shall submit financial data to the Board of Directors so that a report of operating expenses as compared to the budget may be presented to the membership at the annual meeting. They shall also present the budget for the coming year.
C. Cost of each maintenance and/or replacement item, and certain capital items are to be reported in Operating Expenses, according to Article VII, Section 2-B. Specific items amounting to $2,500 or more shall carry an explanation.
D. Capital items which fall under Article VII, Section 2-A shall be listed and explained separately.
Section 7
The Rules Committee will have two principal responsibilities:
A. To prepare changes to the Club’s By-Laws and present them to the Board of Directors for approval. The President will present the recommended by-law changes to the membership at the annual meeting.
B. To prepare Rules and Regulations of health and good conduct in connection with the operation of the pool and shall, in conjunction with the Pool and Grounds Committee, see that the rules and regulations of the Club are enforced. This shall include proper posting of Rules and Regulations in conspicuous locations of the Club and disseminating written copies of the rules especially to newly admitted members.
Section 8
A. The board shall create a committee to review the by-laws, policies and procedures of the Club every year.
B. The Board shall create a committee to develop job descriptions for all paid staff including, but not limited to the bookkeeper, pool manager, head guard, assistant head guard, lifeguards, swim coaches, and tennis coaches.
ARTTCLE X – Operating Managers
Section I
A. Pool Management shall be recommended for employment by the Pool and Grounds Committee to the Board of Directors. The Executive Committee of the Club along with the Pools and Grounds Chairperson shall confirm the employment and establish the compensation package, and periods of employment for pool management and staff.
B. The Pool Management will be responsible for the operation and maintenance of the pools (main and children), tennis courts, buildings, machinery and grounds. Management shall be responsible to and take instructions from the Pool and Grounds committee and shall attend the Board meetings in an advisory but non-voting capacity.
C. Other duties of Pool Management will be included in job descriptions, which shall be reviewed and/or revised annually as needed.
D. All management and staff positions will run concurrent until the end of the pool season and are considered seasonal employees. Management positions will be contracted at the end of each season for the next season; however, all other positions, including lifeguards, swim coaches, and tennis pros, must be reapplied for at the beginning of the new season as prescribed by the Board of Directors.
E. Any rain day or vacation compensation for all management and staff members must be pre-approved by the Board of Directors at the beginning of each season.
Section 2
A. The Board of Directors shall appoint a Business Manager or Book Keeper & Accountant who will be responsible to the Vice-President and will conduct all of the Club’s business as outlined below and in His/Her job classification. He/She may or may not be a member of the Board of Directors and may be required to attend all Board meetings. If not a member of the Board, He/She will act only in an advisory capacity and will have no vote. The Business Manager or Book Keeper & Accountant may not be an officer according to Article IV, Section 1C.
B. The Business Manager or Bookkeeper & Accountant shall be compensated at a figure to be determined each year by the Board of Directors and included in the budget, which shall be submitted for approval at the annual membership meeting.
C. The Business Manager or Bookkeeper & Accountant will, in conjunction with the Vice-President, keep all accounts of the Club, collect all revenues, and ensure payment of all Club bills covered specifically by the approved annual budget. He/She shall ensure deposit of funds of the Club in the name of the Club in such depository as may be authorized by the Board.
D. He/She shall compute payrolls, prepare payroll checks for signatures, and prepare quarterly reports as required by law. He/She shall also prepare other required Federal, State or county tax statements and reports.
E. He/She shall attend to such additional business matters as may be requested by either the Vice-President or the Board.
F. Other duties of the Business Manager or Bookkeeper & Accountant will be included in His/Her job description. This job description shall be reviewed and/or revised annually as needed.
ARTICLE XI – Miscellaneous
Section I
A. Each person who acts as a Director or officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by Him/Her in connection with the defense of any action, suit or proceedings in which he is made a party by reason of his being or having been a Director or officer of the Club, except in relation to matters as to which He/She shall be adjudged in such action, suit or proceedings to be liable for gross negligence or willful misconduct and except any sum paid for the Club in settlement of an action, suit or proceedings based on gross negligence or willful misconduct in the performance of His/Her duties.
B. The right of indemnification provided herein shall inure to each Director and officer referred to in Section IA hereof, whether or not He/She is such Director or officer at the time such costs or expenses are imposed or incurred, and in the event of His/Her death shall extend to His/Her legal representatives.
Section 2
A. 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 Directors.
Section 3
A. Wherever mention is made herein to age of members, it shall be the age attained as of January 1 of the current year.
Section 4
A. These By-Laws may be amended by a two-thirds (2/3) vote of the members present or represented by proxy at any meeting of the Club; provided, at least fifteen (15) days notice of such amendment by mail shall be given to each member. The proposed By-Law change may be made upon petition by fifteen (15) voting members having provided the Board of Directors with the signed petition at least thirty (30) days prior to the mailing of the aforementioned notice; or a proposed By-Law change shall be submitted to the membership by resolution passed by a majority of the Board of Directors present and voting.
Section 5
A. Private Parties shall be arranged through the Pool manager on a first come first serve basis. Guests, (Non-members of Northwood) are subject to a normal guest fee established by the club. Requests for special events with numbers over 25 must be made in writing to the Executive Committee of the Club for approval. These special event requests will be addressed at the next regularly scheduled meeting or by email approval within the board members. The Board of Directors may establish a clean-up deposit fee required by the Member who requested the party at the pool.
The Executive Committee has the authority to establish that certain fees will be charged for a party, plus regular “guest fees”, plus lifeguard fees of a certain amount per every 25 people or portion thereof. (Certain fees may be established and changed from time to time by the Board in the policies and procedures.)
Due to Swim team events and Holidays, availability on weekends may be limited, but may be scheduled provided there is no conflict with other club events. The pool manager will make the decision concerning those factors.
