Revised - September 2006
THE
CEDAR HILL CLUB
BY-LAWS
ARTICLE I
Name.
The
name of the club shall be THE CEDAR HILL CLUB INC.
ARTICLE II
Object.
The purpose for which this
Club is formed is to promote and further the participation and general welfare
of its members and in pursuance thereof to construct, own and operate a
swimming pool and other recreational facilities, together with such incidental
objects as are appropriate in the conduct of its activities, in the County of
Somerset, and State of New Jersey for the exclusive use of members, their
families and their guests.
ARTICLE III
GOVERNMENT.
Section 1.
The
Club shall be managed by a Board of Trustees nine (9) in number, who are active
members of the Club.
Section 2.
At
each annual meeting of the Voting Members of the Club, three (3) Trustees shall
be elected from the Voting Members for a term of three (3) years and until
their successors shall have been chosen. Three (3) Trustees shall be replaced
each year.
Section 3.
Any
member of the Board of Trustees who shall cease to hold Active Membership in
the Club shall automatically cease to be a member of the Board of Trustees.
Section 4.
The Corporation shall act on a fiscal year, October 1
through September 30.
ARTICLE IV
Board of Trustees
Section 1.
The
duties and responsibilities and authority of the Board of Trustees shall be as
follows:
(a) Transact
all Club business and make and amend rules for the regulations and use of Club
property. It shall appoint and remove such officers, clerks, agents, servants,
or employees as it deems necessary and shall fix their duties and
compensations.
(b) Approve and
elect new members or provide for same in accordance with the terms of these
By-Laws.
(c) Fix,
impose, and remit penalties for violations of these By-Laws and rules of the
Club.
(d) Elect from
the Board of Trustees, a President, 1st Vice-President, 2nd Vice-President, Secretary, and Treasurer.
(e) If deemed
desirable at the sole discretion of the Board, create the offices of Assistant
Secretary and of Assistant Treasurer and appoint persons to such offices.
(f) Constitute
and appoint committees and define the powers and duties of the same in
supplementation of, but not contradictory to, the powers and duties as set
forth in Article X hereinafter.
(g) Fill any
vacancy in the membership of the Board of Trustees to serve the remainder of
the unexpired term by a majority vote of the total membership of the Board of
Trustees.
(h) To
constitute and appoint advisory committees and define the duties of same. Such
committees shall have advisory capacity only and shall not have any authority
to bind the Board of Trustees, and Officers of the Club, or the Club itself to
any commitment, or undertaking whatsoever.
Section 2.
The
Board of Trustees shall designate the depository (ies) 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.
However, the following officers (at least 2) shall jointly sign all such
checks, drafts, or other instruments for the payment of money drawn in the name
of the Club: The President, Treasurer, 1st Vice-President, 2nd Vice-President,
or Secretary. The appropriate officers shall be bonded at the expense of the
Club for the protection of the Club.
Section 3.
The
Board of Trustees shall have prepared annually by an Accountant selected by the
Trustees, who shall neither be a Trustee, nor an Officer of the Club, a report
on the financial condition of the Club. Upon completion of the report, a
financial statement shall be made available to each bondholder in good
standing.
Section 4.
(a) The
Board of Trustees shall meet at least six (6) times during the fiscal year at such
times and intervals as they deem necessary.
(b) Five (5)
members of the Board shall constitute a quorum.
Section 5.
Any
member of the Board of Trustees may be removed from office for justifiable
cause by a 2/3 vote of the total voting membership. Any member may vote in
person or may be represented by proxy at either an annual meeting or a special
meeting called in accordance with these By-Laws.
Section 6.
All
decisions and actions of the Board of Trustees are subject to review by the
voting membership of the Club and may be modified or rescinded by a majority of
the total voting membership.
Section 7.
Nothing
in the By-Laws shall be construed to permit the Board of Trustees to borrow or
pledge the credit of the Club without specific approval of the majority of the
voting membership at a duly held meeting or by proxy vote.
ARTICLE V
OFFICERS
Section 1.
The
Officers of the Club shall be a President, a 1st Vice-President, a 2nd
Vice-President, a Secretary, a Treasurer, and if deemed necessary by the Board
of Trustees, an Assistant Treasurer. The
President, 1st Vice-President, 2nd Vice-President, Secretary, and Treasurer
shall be elected annually by the Board of Trustees from among its members and
shall hold office until the start of the first meeting of November, the meeting
following the October Annual Meeting. The Assistant Secretary and the Assistant
Treasurer shall be appointed by the Board of Trustees and hold office at its
pleasure.
Any Officer of the Club can be removed from his term
of office as an Officer only via a vote of seven (7) members of the Board of
Trustees.
Section 2.
The
President shall preside at the meetings of the Club and the Board of Trustees.
He/She shall be the administrator of the Club. He/She shall appoint, subject to
confirmation of the Board of Trustees, all standing committees except as
otherwise specified in these By-Laws, designating the Chairman of all special
committees. He/She shall be, ex officio,
a member of all committees.
Section 3.
The
1st Vice-President in the absence or disability of the President,
shall act in his stead. He/She shall under the direction of the President
attend to the business and financial operations of the Club and shall be
Chairman of the Finance Committee. He/She shall be, ex officio, a member of all
committees.
Section 4.
The
2nd Vice-President in the absence of disability of the President and
the 1st Vice-President shall
act in their stead. He/She shall be, ex officio, a member of all committees.
Section 5.
The
Secretary shall send out notices of the meetings of the Club and of the Board
of Trustees, keep the minutes, and attend to the correspondence pertaining to
his office. He/She shall perform such other duties pertaining to his office as
may be asked of him/her by the Board of Trustees.
Section 6.
The
Treasurer shall attend to keeping the accounts of the Club, collecting its
revenues, and paying its bills as approved by the Board of Trustees. He/She shall deposit funds of the Club
received by him/her in the name of the Club, in such depositories as may be
authorized by the Board. He/She shall perform such other duties pertaining to
his office as may be asked of him/her by the Board.
Section 7.
The
Assistant Secretary and the Assistant Treasurer shall perform such duties as
may be assigned them by the Secretary or Treasurer, respectively, or by the
Board of Trustees.
ARTICLE VI
General Membership.
Section 1.
Membership in the Club shall consist of the following
classes of members:
(a) Voting (b) Associate (c) Special
Section 2.
Voting
Memberships - A voting Member of this Club shall consist of a family unit
including all unmarried children who have not celebrated their 26th birthday
before
Section 3.
Associate
Memberships -Associate membership shall be available to any individual member
of the household of a Voting Member for a period of time recommended by the
Membership Committee and approved by the Board of Trustees. Associate
membership shall be available only to those persons who maintain a permanent
legal residence with a member family. Associate Members shall not have voting
privileges; The Board of Trustees may, by a two-thirds (2/3) vote, confer upon
the Membership Committee authority to directly approve Associate Memberships.
Section
4.
Special Memberships --
Special Members may be recommended by the Membership Committee to be approved
by the Board of Trustees for a fixed and limited period of time. Special
memberships shall be available to
(a) Persons who
reside temporarily with a member family. Such persons shall have no voting
privileges.
(b) Families
(or individuals) on the waiting list wherein either the husband or wife is the
adult child of a current bondholder. The candidate family (or individual) shall
be assessed full membership dues but shall have no voting privileges. The
special membership is nonrenewable and shall remain in effect only until the
candidate family is offered a voting membership as a full bondholder.
The
Board of Trustees may, by a two-thirds (2/3) vote, confer upon the Membership
Committee authority to directly approve Special Memberships.
The
Board of Trustees has the final approval for all applicants by the membership
committee.
Section
5.
(a) Selection of Members -The President of the Board
of Trustees shall appoint a Membership Committee to consider applications for
membership in the Club and to recommend to the Board of Trustees suitable
applicants. Candidates for membership shall be recommended by at least three
(3) Voting Members. The Board of Trustees may, by a two-thirds (2/3) vote,
confer upon the Membership Committee authority to directly approve applications
to the Club.
(b) The Board of Trustees shall vote upon the
admission to the Club of each applicant recommended by the Membership
Committee. Membership shall be conferred upon those who shall be approved by
two-thirds (2/3) vote of the Board of Trustees. The Board of Trustees may, by a
two-thirds (2/3 vote, confer upon the Membership Committee authority to
directly approve admission to the Club.
Section 6
(a) Any member
of this Club may withdraw at any time subject to the provisions contained in
these By-Laws. Upon withdrawal there shall be no refund of all or any portion of
the current year's dues, unless approved by a 2/3 vote of the Board of
Trustees. The Board of Trustees may, by a two-thirds (2/3) vote, confer upon
the Membership Committee authority to directly approve withdrawals from the
Club.
(b) A one year
Temporary Leave of Absence may be requested by a Bond Holder with written
request to the Board of Trustees. The bond holder must surrender their bond and
will receive the face value amount after a period of 30 to 45 days. A leave of
absence will be granted for a maximum of two consecutive seasons.
(c) Members on
Leave of Absence must notify the Board of Trustees prior to the February 15th
date of the upcoming season stating their intention to (a) rejoin for the
coming year; (b) take a second year Leave of Absence; or ( c) resign from the
Club.
(d) Upon
written notification of intention to resume membership, dated no later than
February 15th prior to the season, a former bondholder On leave of absence will
be placed at the top of the waiting list to receive the next available bond (in
the order the request is made) . Failure to rejoin after the second year will
result in the need to go through the membership process as a new member
applicant.
Section
7.
Any
member holding any of the memberships above set forth, or any component
thereof, may for cause and after having been given an opportunity for a hearing
by the Board of Trustees: 1) Be
suspended by a 2/3 vote of the members of the Board of Trustees; 2) Be expelled by a 2/3 vote of the members
of the Board of Trustees. Cause for
suspension or expulsion shall consist of violation of these By-Laws, or rules
of the Club, or of conduct unbecoming a lady or gentleman, or of actions that
are destructive to the Club's property, or actions that jeopardize the welfare
of the Club, as determined by the Board of Trustees on Five (5) days written
notice to the member impacted. A bondholder so suspended or expelled may
petition the Board for a hearing by the membership by presenting to the Board a
petition signed by at least thirty (30) bondholders. Upon receipt of such a
petition, the Board will, within ten (10) days, call a special meeting of all
bondholders to review the case. The member will be reinstated by an affirmative
vote of the majority of all bondholders.
Section
8
Associate
Members and Special Members shall have all the privileges of Voting Members
except that they shall not have the privilege of voting.
ARTICLE VII
Bonds and Dues.
Section 1.
The
Board of Trustees, no later than January 15 of each year, shall establish dues
for each class of membership for the summer following in that calendar year and
inform the membership in writing by about 2/1.
Section 2.
Dues
shall be sufficient to provide for necessary operating expenses, property
improvement and maintenance of the Club, and shall be due and payable on or
before March 1 of each year. A late fee determined
by the board will be assessed if it is received after March 1 of each
year. Opening day packages will not be
distributed until the late fee is paid.
Any
member owing the club any fees for more than 30 days will be suspended until
they fulfill their obligation.
Section 3.
No
dues or a part thereof shall be refunded in the event pool operations are
required to be suspended for any period for a valid reason.
Section 4.
All
candidates for membership in the Club shall be required to pay an initiation
fee which will be determined by the Board of Trustees. Prior payment of such
initiation fee shall be a condition of membership. The fee is non-refundable.
Section 5.
For
the purpose of providing the necessary funds to provide the necessary
facilities and for the operation of the Club, the Board of Trustees may provide
for the issuance and sale of bonds. Said bonds are to be in the sum of $850
each, and the total number of bonds outstanding at anyone time shall not exceed
375.
Section 6.
(a) Bonds shall
be unsecured, non-interest bearing, non-negotiable, and non-callable. The
holder of any bond agrees by accepting the same to look only to repayment in the
manner hereinafter prescribed.
(b) The holder
of any bond may transfer such bond only by first by tendering it to the
Corporation for redemption at face value. Should the Corporation decline to
purchase the bond within ninety (90) days after such tender, the holder may
then transfer this bond to any person.
(c) If the
Corporation within the ninety (90) day period above stated shall notify the
person tendering a bond to the Corporation of the Corporation's intention to
purchase said bond, such notification shall constitute acceptance of the
offeree's tender. Bonds shall be
purchased by the Corporation in the chronological order in which tender to the
Corporation was made. After the Corporation has accepted the tender of the
bondholder, such holder may not thereafter transfer said bond to any other
person.
(d) Tender of
the bond to the Corporation shall consist of mailing a notice of such tender to
the Secretary of the Corporation by certified mail.
(e) The holder
of any bond, any assignee, or subsequent holder, agrees that mere ownership of
the bond shall not entitle him/her to membership in the Cedar Hill Club and
that all memberships are subject to the requirements set forth in the
Corporation certificate and or the By-Laws of the Corporation as they now exist
or may be hereafter amended. Ownership of the bond in no way affects the
enjoyment of membership rights and privileges in the Corporation.
Section 7.
The
holder of any bond agrees that all of the provisions of these By-Laws and of
said bonds regarding redemption and repayment are junior to any mortgage or
mortgages placed upon the property, of the Corporation in an amount not to
exceed $100,000 which mortgage or mortgages shall constitute a senior and prior
lien on all assets of the Corporation.
Section 8.
In
the event of the dissolution of the Club in any manner and for any cause upon
the effective date of dissolution of the Club, bonds shall be a lien upon the
proceeds of the property of the Club after the payment of all its just debts
and obligations to the extent of the then value of the bonds as fixed by these
By-laws, subject to setoff of all debts due dues, and obligations owed by the
holder to the Club. After payment of all bonds outstanding upon the effective
date of the dissolution of the Club, the surplus remaining shall be paid and
distributed pro-rata to the holders of bonds of the Club.
Section 9.
Each
member will be sent a notice of dues no later than February 1 with payment
required no later than March 1. On or before April 15, all delinquent members
will be notified by certified mail,
return receipt requested, or by personal service, that payment for dues
must be received by May 1 or their membership will be terminated. A late fee will be designated in the notice.
Section 10.
Such
termination of membership for any cause or indebtedness owing to the Club by a
member shall result in a lien charged against his bond if he/she is the owner
of a bond and the bond may be taken over by the Club to satisfy such
indebtedness.
In the
event that the Club is unable to obtain possession of the bond, it may cancel
it on the books of the Club and a new bond issued in p]ace thereof to a newly
elected member on payment by him/her to the Club of the then value of the bond
as fixed by these By-Laws. In case of the enforcement of a lien as herein
provided, neither the signature of the holder nor the delivery of the bond
shall be required to effect the transfer to the Club, or to a new purchaser,
and the Treasurer of the Club, from time to time is hereby authorized as the
attorney of the holder of such a bond, to make such a transfer. Every bond
issue is subject to the provisions of this section.
Section 11.
Members
shall be responsible for all the payment of all charges and liabilities that may
be imposed upon or incurred by members of their families to whom the privileges
of the Club shall have been extended and for all charges and liabilities
imposed upon or incurred by guests introduced by them.
Section 12.
All
fees and other charges mentioned herein are exclusive of taxes imposed by the
Federal, State, and other governmental bodies and agencies.
Section 13.
Each
person who acts as a Trustee or Officer of the Club shall be indemnified by the
Club for expenses actually and necessarily incurred by him/her in connection
with the defense of any action, suit, or proceedings in which he/she is made a
party by reason of his being or having been an Officer or Trustee of the Club,
except in relation to matters, at which he/she shall be adjudged is such
action, suit or proceedings to be liable for gross negligence or willful
misconduct and except any sum paid for by the Club in settlement of such suit
or proceedings based on gross negligence or willful misconduct in the
performance of duties.
Section 14.
The
rights, of individuals herein provided shall inure to each Trustee and Officer
referred to where he/she is such Trustee or Officer at the time such costs and
expenses are imposed and incurred and in the event of his death shall extend to
his heirs, executors, administrators, legal representatives, or assigns.
ARTICLE VIII
Meetings.
Section 1.
(a) The Annual
Meeting of the Club shall be held between October 1 and October 31 of each
year, at such place and time as the Board of Trustees may determine.
(b) The Annual
Meeting shall be for the purpose of electing Trustees, 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.
Special
meetings of the Club may be called by the Board of Trustees. Special meetings
can also be called upon written request of thirty (30) Voting Members to the
Secretary stating the purpose thereof. A special meeting shall be called by the
Secretary within thirty (30) days of the receipt of such request.
Section
3. Notice of the Annual
Meeting shall be given by regular mail to the members at least fifteen (15)
days prior thereto. This notice shall include the names of the candidates
nominated by the Nominating Committee.
(b) Independent nominations may be made as provided by Article
IX/Section 2.
(a) Special
meetings of the Club may be held on five (5) days notice by mail to all
memberships. This notice shall state the purpose for which the special meeting
is called, and no other business shall be transacted thereat.
Section 4.
Only
Voting Members shall be entitled to vote at meetings of the Club, each bond
representing one (1) vote only. Any voting member may be represented by proxy
if unable to attend in person. A proxy will be considered valid only if
confirmed by a written authorization signed by the absentee member and
presented to the Board. Voting may be by voice vote; but ten (10) voting
members, including those represented by proxy, shall have the right to demand voting
by roll call.
Section
5
Five
(5) percent of the voting membership present in person shall constitute a
quorum at all Club meetings.
Section 6.
Whenever
a notice to members is required, the mailing of such notices to the last known
address of the members shall constitute notice.
Section 7.
(a) The Board
of Trustees may, by resolution, establish from time to time a schedule of its
meetings and rules for the conduct thereof.
(b) Special
meetings of the Board of Trustees may be called by the President and shall be
called by the Secretary upon request of two (2) members of the Board.
(c) Each member
of the Board of Trustees shall be notified by mail or phone at least five (5)
days before the date of any regular or special board meeting.
ARTICLE IX
Nominations and Elections of Trustees
Section 1. Nominations of Trustees.
(a). There shall be a Nominating Committee composed of two (2) Trustees and three Voting Members who are not members of the Board of Trustees. The board of trustees shall elect the nominating committee.
(b). The Nominating Committee shall nominate candidates for the anticipated vacancies in the Board of Trustees to be filled at the Annual Meeting and shall report such nominations to the Secretary on or before September 1. Such report is to be posted at the club.
(c). Independent nominations of candidates for election at the Annual Meeting may be made by Letter signed by thirty (30) voting members and with the consent of the nominees and delivered to the Secretary at least thirty (30) days before the Annual Meeting. The Secretary shall give notice thereof to all members entitled to vote at least fifteen (15) days before the Annual Meeting.
Section 2. Elections of
Trustees.
(a) Trustees shall be elected at the annual meeting of the membership. Election shall be by ballot mailed via First Class Mail. A plurality shall elect. No name may be placed in nomination without the consent of the nominee.
(b) Voting Procedures for electing trustees:
Official ballots will be distributed to the membership at least fifteen (15) days prior to the annual meeting. All ballots will be sent via US mail after Labor day. The ballots will be produced on special forms which will not allow copying. Only the special ballots will be accepted as valid ballots. They must be mailed in to be counted and be received by 2 days prior to the scheduled fall meeting. Members can also bring their ballots and vote in person at the annual meeting. The ballots will clearly state that you must vote for 1, 2, or 3 candidates. Only valid ballots that have 1, 2 or 3 candidates selected will be counted. The ballots do not require any signature or bond number allowing for complete anonymity. Only the envelope will contain the bond number. The nominating committee will print and distribute the valid ballots each year and carefully control them.
Sample voting certificate and
ballot counting procedures will be kept in a standing rule document separate
from these by-laws.
(c) Tie Procedure - The top 3 candidates will win election. When a tie exists which prevents determining the top 3 candidates a special election will take place at the annual membership meeting to break the tie. Only the candidates that are tied will be in the special election. The secretary will hand out special ballots for the election. Only good standing members present at the annual meeting can vote. The candidates receiving the highest number of votes will fill the available vacancies. In the rare case of another tie the current board of trustees will break the tie in a closed vote.
ARTICLE X
Committees.
Section 1.
The
standing committees shall be Pool and Grounds, Operations, Membership, Special
Events, Finance, By-Laws and Rules, Grievance, Publicity, Nominating and Policy.
Section 2.
The
Pool and Grounds Committee shall exercise supervision over the pool and grounds
and shall attend to the improvements and maintenance of the pools, buildings,
equipment, and grounds.
Section 3.
The
operating Committee shall be responsible for the operations of the Club
facilities including the staff members and the refreshment area.
Section 4.
The
Membership Committee, in accordance with these By-Laws, shall investigate and
report to the Board of Trustees upon the acceptability of applicants for
membership. Process application and report to the Board of Trustees.
Section 5.
The
Special Events Committee shall prepare the programs / activities as authorized
by the Board of Trustees.
Section 6.
The
Finance Committee shall prepare the annual budget for submission to and
approval by the Board of Trustees and shall exercise general supervision over
the financial transactions of the Club.
Section 7.
The
By-Laws and Rules Committee, subject to approval of the majority of the Board
of Trustees, shall prepare rules of health and good conduct in connection with
the operation of the pool and shall, in conjunction with the other committees,
see that the rules and regulations of the Club are enforced.
Section 8.
The
Grievance Committee shall attempt to resolve all complaints in accordance with
the established rules and By-Laws of the Club.
Section 9.
The
Publicity committee shall attend to the publication of affairs of the Club
which are of general interest.
Section 10.
The
Nominating Committee, in accordance with these By-Laws, shall nominate
candidates for the Board of Trustees.
Section 11.
The
Policy Committee shall keep up to date records of all past policies and present
policies of former administrations and the present administration not covered
by these By-Laws or the rules of the Club and make them available to the entire
membership for review.
ARTICLE XI
Miscellaneous
Section 1.
Any
questions as to the meaning or proper interpretation of any of the provisions
of these By-laws shall be determined by the Board of Trustees.
Section 2.
These
By-laws may be amended by a two-thirds (2/3) vote of the Voting Members present
in person or represented by proxy at any meeting of the Club provided at least
fifteen (15) days notice by mail of such amendment shall be given to each such
member.
Section 3.
All
meetings of the membership shall be conducted in accordance with Roberts Rules
of Order Revised, except where these By-Laws are to the contrary in which event
the provisions of these By-Laws shall govern.
ARTICLE XIII
Definitions
Section 1.
The
phrase "the total membership of the Board of Trustees" shall mean the
total number of seats that are filled by the Board of Trustees at anyone time.
This, a majority of a vote of the total membership of the Board of Trustees
would require an absolute vote of five (5) in the event the total nine (9)
seats were filled.
Section 2.
The
phrase "majority vote of the Board" shall mean a majority of a quorum
of the Board at any meeting.
Section 3.
Total voting membership means the total isued bonds in
the club