Article I. Name of Organization
The name of this organization shall be the Gregory-Seahurst Swim Club.
Article II. Purpose and Limitations
The purpose of this Club is to promote the health and general welfare of its members and in pursuance thereof to construct, own and operate a swimming pool and tennis facility together with such incidental objects as are appropriate in the conduct of its activities in the County of King and the State of Washington.
Section 2. Limitations
All actions of this Club shall be in accordance with these bylaws and the standing rules of the Gregory-Seahurst Swim Club.
The Club shall not be obligated or otherwise made liable for any expenditures or commitments unless such expenditures or commitments shall first have been approved by the Board of Trustees.
The Club shall not undertake any action or practices which would cause it to be no longer eligible for exemption from the payment of federal income taxes.
Article III. Membership
Section 1. Limitations
The maximum number of membership certificates outstanding shall be three hundred fifty (350). Of this number, three hundred (300) shall be Active Memberships and fifty (50) shall be Honorary Memberships.
Section 2. Classes of Membership
There will be four (4) classes of membership.
4. Associate Honorary
Active Members shall be those who hold membership certificates and have been duly elected to membership by a vote of two-thirds (2/3) of the members of the Board of Trustees.
Associate Members shall consist of the remaining members of the family household of an active member. Family household shall consist of any member residing in household and claimed as dependents per U.S. Tax code.
Honorary Membership may be granted by the Board of Trustees to those Active Members who satisfy all of the following:
(1) Have been Active Members for fifteen (15) continuous years and have no children under eighteen (18) years of age in the family household.
(2) Have been Active Members for twenty (20) continuous years and have children in the family household.
(3) Have relinquished their Active Membership certificate to the Club.
Dues for Honorary Members shall be at the rate of one-fourth (1/4) of the dues for Active Members.
Honorary Members shall enjoy full membership rights and responsibilities as do Active Members.
Associate Honorary Membership shall be granted by the Board of Trustees to the remaining members of the family household of an Honorary Member.
Section 3. Application for Membership
An applicant must be sponsored by a Club Member in good standing.
The application shall be in writing, accompanied by dues, and presented to the Membership Chairman.
The Membership Chairman shall be responsible for presenting the application to the Board of Trustees.
Section 4. Suspension or Termination of Membership
The Board of Trustees shall have the power to suspend the membership privileges of any member or expel any member for conduct considered to be contrary to the best interests of the Club, violation of the bylaws, or rules of the Club.
The Board may empower employees of the Club to suspend pool privileges to a member for a period not exceeding seven (7) days. Such action shall be reported in writing to the President or designee within twenty-four (24) hours thereafter.
Suspensions over seven (7) days or termination of any membership is to be taken only after notice to the member, hearing, and written communication of the Board decision to the member.
Suspension cannot exceed three (3) months and requires a two-thirds (2/3) vote to suspend by the Board of Trustees.
Expulsion of a member requires a two-thirds (2/3) vote to expel by the Board of Trustees.
Neither the Board of Trustees nor the Club is obligated to return funds, dues or membership fees, to a member suspended or expelled. Such funds of the member are considered forfeited.
Section 5. Membership Transfer or Sale
Memberships, evidenced by a membership certificate, are transferable only on the books of the corporation as described on the membership certificate.
A member who sells his/her home may, upon written notice to the Membership Director of the Club, transfer the membership to the purchaser thereof. Furthermore, a member may, upon written notice to the Membership Director of the Club, transfer the membership to his/her natural or adopted child.
A member may sell his/her membership at any time by first offering it to the Club, but the Club shall not be obligated to purchase the same. If the Club elects not to purchase such membership, it must be offered through the Club for sale to those persons on the application list maintained by the Club in order of application date and pursuant to the procedure outline in Section 3.5.04 below. The selling price of memberships of the Club or to persons on the application list maintained by the Club shall be determined annually by the Board of Trustees prior to the annual meeting of the membership.
A person on the application list shall have seven (7) days to complete all elements of the transfer after offered by the Club; and if the transfer has not been completed with seven (7) days, the membership shall be offered to the next applicant in order of application date. An offer shall occur when communicated to the applicant; however, an offer will be deemed to be rejected if it cannot be communicated to the applicant within fourteen (14) days after the first attempt by the Club. An applicant who rejects an offer of membership shall be deemed to have applied as of the date of that rejection and shall move to that position on the list of applicants maintained by the Club. The waitlist fee shall be transferred to the application fee, as outlined in the membership contract, for those who wish to purchase a membership. When no waitlist fee has been obtained, a nominal fee equal to the waitlist fee shall be collected for application. If the applicant declines to purchase a membership when offered, they can repay the current waitlist fee to keep their position on the waitlist until the next season.
In the event the Club elects not to purchase the membership and either no applicants on the application list maintained by the Club elects to purchase the membership, or there are no applicants on the list, the certificate holder may sell or transfer his/her membership to any person he/she shall see fit, subject to the approval of the Board of Trustees.
All transfers, whether from the Club or a certificate holder, shall be subject to a
nominal transfer fee as set forth by the Board of Trustees, payable by the transferee, to the Club, before the transfer becomes effective.
Annual fees will be pro-rata weekly for new members who purchase after opening day. The balance will be deducted from the seller’s membership refund.
The assessment will be paid by the owner of membership on the date the assessment is due.
Section 6. Membership Privileges
All members shall be accorded equal privileges in the use of facilities and be subject to the same rules and regulations in the use thereof which shall be conspicuously posted on the Club premises.
Property broken or damaged by a member or their guest shall be promptly paid for by such member.
The Club shall not be responsible to any member or guest for the loss of property or damage on account of accident.
3.6.04 intoxicating liquors
No intoxicating liquors shall be brought on the Club premises except with permission of the Board.
Section 7. Dues, Fees, Reserves
Dues shall be sufficient to provide for the annual operation and maintenance expense of the facilities and shall be payable as specified by the Board of Trustees.
Fees for participation in instructional or team activities may be set by the Board of Trustees and shall be payable as specified by the Board of Trustees.
Reserves for operating contingencies and capital improvements shall be established from either the Club sale of returned membership certificates or assessments. In the event of assessments, the Board of Trustees must present, and the general membership must approve, the assessment amount at the annual meeting.
Each elected member of the Board of Trustees shall have the dues of his/her family’s active membership waived for each term during which he/she has been elected to serve, provided that the term is satisfactorily completed. Should a Trustee resign or be removed prior to expiration of his/her term, or should a Trustee be appointed for a partial term to fill a vacancy, dues will be reduced pro-rata for the period of service.
Article IV. Governing Body
The Government of the Club shall be vested in the Board of Trustees.
Section 1. Board of Trustees
The Board of Trustees shall consist of nine (9) regular members.
Trustees shall be elected prior to the close of the calendar year. Election shall be by ballot. Candidates will be elected to the board for the specific Trustee positions that are open during the current election cycle. Newly elected Trustees shall take office on the first day of the new year. Three (3) of the Trustees shall be elected each year. Their term of office shall be three (3) years. (See transition schedule 2003 – 2006.)
The Board of Trustees shall manage the affairs and assets of the Club. A majority of the Board shall approve all expenditures but never more than available funds. In case of dissolution of the Club, the Trustees shall distribute the assets pro-rata among all members in good standing at the time of dissolution.
Only one (1) regular member per membership certificate shall serve on the Board of Trustees at a time.
A Trustee shall forfeit office upon failure to attend two (2) regular consecutive meetings of the Board without being excused.
Trustees may be removed, at any meeting of the Board regularly called for that purpose, provided specific notice is given and majority of the Board votes removal. Trustees may be removed by majority vote, at any annual meeting or special meeting of the membership provided that specific notice of the purpose of such special meeting shall be sent to each member at least five (5) days in advance of the meeting.
In the event of a vacancy on the Board, the Trustees shall have power to fill each vacancy until expiry of the term.
Article V. Officers
Section 1. Officers
The officers of the Club shall be President, Vice-President, Secretary and Treasurer.
The President shall not serve more than two (2) consecutive terms.
All officers are voting members of the Board of Trustees.
Section 2. Duties of the President
The President shall preside at all meetings of the members and of the Board. The President shall be the administrative officer and appoint all committee members, subject to the approval of the Board, and be an ex-officio member of all committees.
Section 3. Duties of the Vice-President
The Vice-President shall serve in the absence or disability of the President, and during such time shall have all duties and powers. The Vice-President shall act under the direction of the President and exercise reporting authority over the operation and maintenance of the physical properties of the Club.
Section 4. Duties of the Secretary
The Secretary shall keep the minutes, attend to the correspondence, send out all notices of meetings and perform such other duties as fixed by the Board.
Section 5. Duties of the Treasurer
The Treasurer shall receive and disburse funds of the Club. The Treasurer shall keep and preserve proper vouchers and books of accounts, which shall be open to inspection and subject to audit at any time by an auditing committee duly appointed by the President.
The Accounts Receivable Chair shall deposit funds of the Club in such banks as may be approved by the Board of Trustees and the Treasurer shall disburse money only upon approved vouchers. All checks upon the funds of the Club shall be signed by two officers of the club. The authorized signatories shall be the Club officers;Treasurer, President, Vice President or Secretary. The Treasurer shall submit a monthly financial report to the Board, and annual report to the membership, and such other reports as requested by the President.
The Treasurer shall be assisted in his/her duties by a Board member whose position shall be titled “Accounts Receivable Assistant.” This person shall manage all incoming funds and report to the Treasurer.
Article VI. Acquisition and Management of Property and Funds
Section 1. Control
The Club Board of Trustees shall manage and control the property of the Club.
Section 2. Funds
Funds may be raised by annual dues or in any other manner approved by the Trustees. All funds shall be deposited in the general account of the Club. Funds necessary to defray the expenses of operating the Club shall be approved and transferred by the proper officers to the operating account or to such other accounts as the Trustees shall from time to time deem plausible to establish.
Section 3. Payment of Annual Dues
The annual dues shall be payable on such date and in such manner as may be prescribed by the Board of Trustees.
Section 4. Delinquency
Annual dues are payable in full before a member’s first use of the facility each year and in all cases by April 15 each year. Failure to pay in full by April 15 shall result in forfeiture of membership to the Club for resale with no compensation due the forfeiting member.
Each membership is required to perform four (4) hours of maintenance work annually. Those memberships not fulfilling this requirement shall be assessed a specified maintenance fee, payable as part of the annual dues by September 30 of the current year.
Section 5. Resignation
Any member may resign at any time, but such resignation shall not become effective until accepted by the Trustees and all dues and obligations to the Club have been satisfied. Those submitting resignation shall not be entitled to rebates of dues and fees paid.
Section 6. Fiscal Year
The Club’s fiscal year shall begin November 1 and end on October 31.
Section 7. Borrowing Funds and Credit
The Board of Trustees shall have no power to borrow funds or pledge the credit of the Club without the approval of the membership at a meeting held for that purpose.
Section 8. Savings Account
The annual operating budget shall include a deposit to an interest bearing savings account at a minimum amount of 5% of revenues from membership fees.
Article VII. Committees
Section 1. Standing Committees
The President, with approval of the Board, shall appoint the Chairman of the following standing committees from among the members of the Club. The Chairman shall select the necessary number of members to complete each committee.
Auditing Committee, whose duty it shall be to audit the books of the Club Treasurer at the close of the fiscal year, shall be appointed annually.
Nominating Committee, whose duty it shall be, prior to the annual business meeting, to prepare nominations for Trustees and ascertain the availability of their nominees to serve in those positions. The Nominating Committee shall be comprised of at least three (3) members.
Article VIII. Meetings
Section 1. Membership
At such times as shall be fixed in the month of November of each year, the Club shall hold its annual membership meeting for the purpose of electing trustees, examining the reports of the officers, approving the budget for the next calendar year, and for such other business as may properly come before it.
Special meetings of the membership shall be called by the Board of Trustees upon such notice as it shall determine. Special meetings also may be called upon the request in writing of ten (10) members filed with the Secretary, who shall call said meeting within thirty (30) days after the filing of the request.
Notice of annual meeting shall be either mailed or e-mailed to the members at least five (5) days prior to the date thereof. The notice shall include names of candidates nominated by the Nominating Committee. Notices may be sent to the last known address of the members.
Only regular members in good standing (i.e. account current) may vote. Only one (1) vote per membership certificate. Members may be represented by an Associate Member or by written proxy filed with the Secretary or designee three (3) days before the meeting.
The form of voting shall be determined by the President with the approval of the meeting, except, however, that ten (10) standing members may demand a roll call.
A quorum shall consist of all members present and in good standing, as well as, all absentee votes received by the board from members in good standing by a listed due date. Absentee ballots from members in good standing maybe counted toward the 15% quorum requirement, for motions which have been submitted on the ballots and are unmodified at the meeting.
Section 2. Board Meetings
The incoming Board shall hold its organizational meeting immediately after the annual meeting of the membership or as soon thereafter as practicable.
The Board shall hold its regular meetings as fixed by resolution.
Special meetings shall be held upon call of the President or upon the request of two (2) members filed with the Secretary who shall call the meeting promptly thereafter.
Notice of the meetings may be given in any way fixed by the Board, including telephone.
Two-thirds (2/3), (or 6 Trustees), of the Board of Trustees shall constitute a quorum at any meeting.
Article IX. Procedures for Amending the Bylaws
Proposed amendments to these bylaws may be submitted in writing to the Secretary of the Board by any member of the Club. The Secretary shall promptly notify all Trustees.
Amendments to these bylaws shall be made at any annual business meeting, or any special meeting, of the Club by a two-thirds (2/3) vote of the members present, including properly registered proxies, providing a quorum is in attendance.
Any proposed amendment must be submitted to and approved by the Club Board of Trustees at least thirty (30) days in advance of any annual or special meeting. Even if not approved by the Board of Trustees, a proposed amendment must be presented at the annual meeting or special meeting of the membership if requested in writing by ten (10) active memberships of the Club. A copy of the proposed amendment shall be sent to each Club member at least five (5) days in advance of the meeting at which any amendment is to be submitted to a vote.
(Revised March 19, 2019)