RACQUET CLUB OF ANN ARBOR BYLAWS
As Amended March 23, 2011
Organization and Object
1.1 This club is incorporated under the laws of the State of Michigan (not for pecuniary profit) as the "Racquet Club." This club is a non-stock Michigan Corporation.
1.2 Its principal establishment and place of business shall be 3010 Hickory Lane, Ann Arbor, Michigan 48104.
1.3 Its principal object is to promote and encourage interest in tennis and swimming and provide tennis courts, a swimming pool and club facilities for its members, their families and guests.
2.1 Eligibility and Acceptance: Any person 21 years of age, or over, shall be eligible for membership in the Racquet Club.
2.2 Rights: Members, including dependent children under the age of 25, shall be entitled to the privileges of the club upon payment of dues, assessments and fees, and subject to regulations established by the Board of Directors.
Each member shall be entitled to vote at any general or special meeting of the members of the club, provided that the member is in good standing at the time that notice of such meeting is distributed or announced. A vote may be cast in person or by written proxy, signed by the member and filed with the club staff before the meeting.
Members in good standing at the time of dissolution of the club shall be entitled to share equally in the assets of the club.
2.3 Limitation on Members; Fees and Dues: The number of members, the initiation fees, annual dues and assessments, applicable to membership, shall be as may be determined from time to time by the Board of Directors. Credit, insofar as extended payment of initiation fees and assessments is concerned, shall be subject to Board action.
2.4 Transfers: Memberships shall be non-transferable excepting as expressly provided herein. All rights of a member are terminated upon termination of such membership.
(a) Upon death of a member such membership shall terminate, provided, that in case such deceased family member leaves a surviving spouse then such family membership shall not terminate, and shall be held by such surviving spouse who shall remain a member and enjoy all privileges, rights and obligations pertaining to such membership.
1. Initiation fees: When a divorce occurs in a family holding family membership in the club, each person shall be entitled to retain membership. However, since there are now two memberships when previously there had been one held jointly, one party or the other must pay initiation fees to establish a second membership if so desired the first season* after the divorce is final (upon entry of the Order of Divorce).
2. Annual Dues: The first season* after the divorce is final, every divorced person retaining a membership in the club under this Section shall pay separate membership dues.
(c) A request for any change in membership must be submitted electronically or in writing. Any adjustment in annual dues shall be assessed accordingly.
* For purposes of this provision, the season shall begin on June 1. Any divorce or remarriage after that date shall have no effect on the dues structure until the following year.
2.5 Resignation: Any member may resign by forwarding or delivering a resignation to the bookkeeper or Membership Chairperson of the club. Failure to comply with the club policy of dues payment shall constitute effective resignation. A member who has resigned and who had been a member in good standing for less than five (5) years immediately prior to resigning, upon application and acceptance for renewal of membership within two years of such resignation, shall receive credit upon the initiation fee equal to fifty percent (50%) of the initiation fee originally paid by such member.
2.6 Expulsion: No member shall be expelled except upon the vote of two thirds (2/3) of the directors present at a regularly called meeting of the Board. A member may be expelled and such membership terminated if:
(a) the member shall be found guilty of conduct unbecoming a member after a hearing before the Board of Directors; or
(b) the member shall willfully and repeatedly violate club rules; or
(c) the member’s dues, assessments or other indebtedness to the club remain unpaid for a period of thirty (30) days after notice given by the Treasurer of such default, such notice to be in writing and forwarded by first class mail.
2.7 Meetings: The annual meeting of members shall be held as scheduled by the Board of Directors but not later than the thirty-first day in March. Notice of meetings of members shall be given by the Secretary by distributing a written copy thereof to each member having voting privileges, at the member’s address appearing upon the club records (or by electronic transmission, if authorized by the member), not less than ten (10) days nor more than sixty (60) days prior to such meeting. At each annual meeting, directors shall be elected, and any other business shall be transacted that may come before the meeting. Special meetings of the club members may be called by the President, or any three (3) directors. Notices of special meetings shall state the purposes for which called, and no business shall be transacted thereat except as stated in the notices.
Members holding one-tenth of the votes entitled to be cast, present or by proxy, shall constitute to be a quorum at any meeting of the members. A majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by members.
2.8 Addresses of members: A register shall be kept by the bookkeeper in which every member shall record the member’s name and address by submitting such information to the manager or bookkeeper. Written notice distributed to such address shall be deemed proper notice to such member. If a member fails to so record their name and address, notices to such member shall not be required for any purpose pertaining to the club. Notice may also be accomplished by electronic transmission if authorized by the member.
2.9 Applications for Membership: Applications for membership shall be submitted as directed on forms provided by the club and will be processed on a timely basis by the club.
Applications may be submitted at any time. The Membership Committee shall report to the Board of Directors its recommendations. The Membership Chair shall send to each applicant accepted for membership an invitation to become a member of the Racquet Club. Written acceptance from said applicant and the completions of any required documentation together with payment of all dues, fees and assessments incident to such membership within 30 days of billing will constitute membership.
Applicants for whom there are no vacancies will be placed on a waiting list for future consideration.
2.10 Statement of Nondiscrimination
The Company has been organized as a Michigan domestic nonprofit corporation pursuant to the Michigan Corporations Act, Public Act 162 of 1982 as amended, (the "Act"), by the filing of Articles of Incorporation ("Articles") as required by the Act. The company shall not discriminate against any person in the hiring of personnel, acceptance of members, election of board members, provision of service(s) to the public, the contracting for or purchasing of services or in any other way, on the basis of religion, race, color, sex, sexual orientation, national origin, disability, age, marital status or any other basis prohibited by law or applicable ordinance. This policy against discrimination includes, but is not limited to, a commitment to full compliance with the Elliott-Larson Civil Rights Act (Michigan), Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and any subsequent amendments to statutes.
3.1 Numbers and Terms: The Board of Directors shall comprise of the President, Treasurer, six (6) members elected by the club membership at the Annual Meeting, four (4) members appointed by the Board at its first meeting after the Annual Meeting who shall be Chairs of the Tennis Committee, the Swimming Committee, the Membership Committee, the Social Committee and who shall become members of the Board of Directors immediately upon appointment, and the immediate past President. The term of office of the six (6) elected directors shall be three (3) years each and staggered such that two (2) directors are elected each year. The term of office of the six (6) appointed directors and of the immediate past President shall be for one (1) year each. The term of the President and Treasurer shall be for two (2) years each. At large members may simultaneously serve as chairs of one of the four standing committees. Thus the board may consist of as many as 13 members or as few as 9 members.
3.2 Removal: Any elected or appointed director may be removed by a vote of the majority of directors at a duly convened meeting where a quorum of directors is present.
3.3 Quorum: Five (5) directors shall constitute a quorum of the Board of Directors.
3.4 Meetings: Regular meetings shall be held as scheduled by the Board of Directors, commencing in March immediately following the Annual Meeting of members and ending in September of each year or as deemed necessary. Special meetings shall be held upon call of the President or any three (3) directors upon notice thereof not less than one (1) day prior thereto.
3.5 Vacancies: Any vacancy occurring in the Board of Directors may be filled until the next annual meeting of the membership of the club by an affirmative vote of a majority of the directors then in office.
3.6 Indemnification of Directors and Officers: Each director, officer, former director and former officer of the club, (collectively, “Director or Officer”) shall be indemnified by the club against expenses actually and necessarily incurred by the Director or Officer, in connection with the defense of any action, suit or proceeding and any loss, costs or damages incurred as a result of any judgement recovered against the Director or Officer in any such action, suit or proceeding, in which the Director or Officer was made a party by reason of being, or having been, such Director or Officer, provided the Director or Officer acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Club or its members, and with respect to any criminal proceeding, the Director or Officer had no reasonable cause to believe that his/her conduct was unlawful.
Any indemnification under this sections 3.6 (unless ordered by a court) shall be made by the club only as authorized in the specific case. The Board of Directors must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in this section 3.6. Such determination shall be made in any of the following ways:
(a) By a majority vote of a quorum of the Board of Directors, consisting of Directors who were not parties to such action, suit, or proceeding;
(b) If the quorum described in clause (a) above is not obtainable, then by a committee of Directors who are not parties to the action. The committee shall consist of not less than two disinterested Directors;
(c) By independent legal counsel in a written opinion; or
(d) By the members.
4.1 Designation: The club officers shall be a President, Vice President, Secretary and Treasurer, who shall be elected by the Board from among the members of the Board of Directors. The President and Treasurer shall be elected to two (2) year terms to provide for continuity in management. The Board of Directors will nominate members to serve the balance of the “at large” board positions vacated by the newly elected President and Treasurer pursuant to article 3.5. The Treasurer’s membership on the Board is terminated upon completion of the term in office as Treasurer. The President will serve for one additional year upon completion of the term in office. The Vice President and Secretary shall be elected for one (1) year terms and will remain board members at large.
4.2 Duties: The duties of the principal officers shall be as follows:
(a) The President shall preside at all meetings of the members and of the Board of Directors. The President shall sign all notes, contracts, and obligations in behalf of the club, and have general supervision of all activities of the club, and shall perform such other duties as may be required by the Board of Directors.
(b) The Vice President shall perform all duties of the President during the President’s absence or disability, and such other duties as may be required by the Board of Directors.
(c) The Secretary shall have the care and custody of the minutes of the club, shall conduct the correspondence and keep the records of the club, and shall perform such other duties as may be required by the Board of Directors.
(d) The Treasurer shall have oversight of all monies, financial records, and property of the club, and shall do and perform all such duties as usually devolve upon such office, and such other duties as may be required by the Board of Directors.
5.1 The Standing Committees of the club shall be: Membership, Social, Swimming, Tennis.
The Chairs of standing committees are members of the Board (See Section 3.1), and each committee shall have one vote on matters that come before the board. In the event that a committee has two or more co-chairs, the committee must determine who will cast the vote on behalf of the committee. The Chair(s) of each standing committee may appoint club members in good standing as committee members. The President is a member ex officio of each standing committee.
5.2 Other Committees: The Board of Directors may appoint other committees as deemed appropriate to the operation and well-being of the club.
5.3 Duties: The Board of Directors shall assign the duties of each committee under this Article 5. However, the powers of the Board of Directors shall not be delegated to another committee unless such a committee has been appointed by the Board of Directors and such powers expressly conferred upon the committee by the Board of Directors.
5.4 Executive Committee: The Executive Committee of the club shall be the President, Vice President, Treasurer, and Secretary. They shall act in place of the full board between regular meetings when necessary.
6.1 Fiscal Year: The Fiscal Year of the club shall be the twelve (12) months ending October 31.
6.2 Dues: Club dues shall be payable as indicated at the time of billing. Any member that has not paid dues and fees in full by March 31 or has not made special payment arrangements will be placed on Absentee status for the balance of the fiscal year and will lose usage privileges for that season.
6.3 Special Assessments: Special Assessments shall be paid thirty (30) days from the date of billings.
6.4 Limitation: No Special Assessment or increase in dues to finance a capital improvement will be made without securing approval by a majority of the members who return within thirty (30) days a ballot distributed by the Board of Directors which states the proposed capital improvement and Special Assessment or increase in dues.
6.5 Annual Report: The Board of Directors and Treasurer, with verification from an independent professional, shall prepare by March 15, an annual report of the condition of the club as of the close of the fiscal year. This report will be available by request at the manager’s office.
6.6 Amendments: These bylaws may be amended in either of the following ways:
(a) By a two-thirds vote of the members present or represented by proxy at an annual or special meeting, a quorum being present, provided that copies of the amendment have been sent with the notice of the meeting to each member not less than ten (10) nor more than sixty (60) days prior to such meeting;
(b) By majority of the members who return within thirty (30) days a ballot distributed by the Board of Directors which states the proposed amendment.
General Rules and Regulations
7.1 The Board of Directors, or its properly designated committees, shall make such rules and regulations concerning the administration, operation and use of the club's facilities and the proper attire of members while on the premises as it or its committees shall consider in the best interest of the club. All such rules and regulations shall be strictly enforced. Rules and regulations so established shall be compiled and distributed to all members.
m:\marjie\racquet club of aa bylaws revision proposal 2011.doc