Woodbridge Club By-Laws

(as amended at the annual meeting: September 1, 2013)


  • ARTICLE I - MANAGEMENT

    Section 1. (a)

    The management and direction of the Corporation shall be conducted by a Board of Directors consisting of twelve (12) of its members who shall be elected for the term of three (3) years at the annual meeting of the members of the Corporation. (b) If the immediate Past President has completed his/her three year term, he/she shall be included as a full Board member by extending his/her term one additional year. (c) Members of the Board of Directors shall be elected as follows. The Board shall determine the number of positions to be filled and present a list of nominees equaling that number to the membership. Nominees recommended to fill unexpired terms shall be listed as such with the length of the term to be served. Not more than four (4) nor less than two (2) weeks prior to such annual meeting, the Board of Directors shall cause to be sent by the Secretary to each member an election ballot containing the names of the nominees, listed alphabetically, nominated by the Board of Directors for consideration for election to the Board of Directors. No member may be nominated for election to the Board of Directors until he has been a member of the Corporation for two (2) years. No nominations for the Board of Directors shall be made from the floor at the annual meeting, but any ten (10) members, by a nomination petition signed by them and presented to the Secretary not less than seven (7) days prior to the date of the annual meeting may make other or further nominations for election as Directors. The persons so nominated, equal in number to the available positions, who individually receive the highest number of votes shall be elected as Directors at each such annual meeting.

    Section 2. (a)

    The officers of the Corporation shall consist of a Past President, President, Vice President, Secretary, and Treasurer all of whom, except the Past President, shall be elected annually by the Directors at a meeting held immediately following each annual meeting of the Members of the Corporation. The Past President shall be the last retiring President of the Corporation and during the year immediately following the termination of his/her office as President, he/she shall serve as a voting member of the Board of Directors.

    Section 3. (a)

    The fiscal year of the Corporation shall begin on January 1 and shall end on December 31 of each year.

  • ARTICLE II - GOVERNING BOARD

    Section 1. (a)

    The Board of Directors shall have authority: (a) To appoint such committees as from time to time it may deem necessary and select members thereof from the Board of Directors or from the membership of the Corporation as it may deem advisable. (b) To admit, suspend, or expel members. (c) To prescribe rules for admission, suspension, or expulsion of members, for the admission of guests for the use of the Corporation's premises by members and for their conduct on the same. (d) To assess and collect initiation fees and annual membership dues in such amounts as from time to time they may deem expedient, and to establish such classes of memberships as they deem advisable. (e) In the event of resignation or death of a member of the Board, to fill the vacancy so caused by the appointment of a member to serve until the expiration of the term of such Director and until his successor is elected. (f) To remove any Director who misses three consecutive meetings of the Board of directors without cause and to fill the vacancy by the appointment of a member to serve until the expiration of the term of such removed Director or until his or her successor is elected.

    Section 2. (a)

    The Board of Directors shall meet during the month of September in each year following the annual meeting of the Corporation to elect officers for the ensuing year and may also hold such meetings from time to time as the President may see fit to call or by petition signed by seven (7) members of the Board of Directors, or by seventeen (17) members of the Corporation.

    Section 3. (a)

    At all meetings of the Board of Directors seven (7) members shall constitute a quorum.

  • ARTICLE III - PRESIDENT

    The President shall preside at meetings of the Corporation and the Board of Directors and shall appoint the chairmen of all committees and shall have general oversight and management of the Corporation.

  • ARTICLE IV - VICE PRESIDENT

    The Vice-President, in the absence or inability of the President to serve, shall perform the duties of the President and perform such duties belonging to his/her office as the Board of Directors from time to time may direct.

  • ARTICLE V - SECRETARY

    The Secretary shall keep records of the proceedings of all meetings of the Board of Directors and of the Corporation, shall have general charge of the correspondence of the Corporation, shall send out notices of all meetings of the Corporation, keep a list of members of the Corporation and perform such duties belonging to his/her office as the Board of Directors from time to time may direct.

  • ARTICLE VI - TREASURER

    The Treasurer shall have sole charge of the finances of the Corporation subject to the direction of the Board of Directors. He/she shall furnish a bond the amount to be determined by the Board of Directors and premium paid by the Corporation. He/she shall collect and disburse all of the monies of the Corporation and shall account for the same at the annual meeting of the Corporation and shall perform such other duties pertaining to his/her office as the Board of Directors from time to time may direct.

  • ARTICLE VII - ACCOUNTANT

    An accountant who shall not be a member of the Board of Directors, shall be chosen by the Board of Directors. Such accountant shall compile the Treasurer's account and other requested financial information for the fiscal year and shall report the results to the Board of Directors.

  • ARTICLE VIII - MEMBERSHIP

    Section 1. (a)

    (1) Full membership in the Corporation shall be a continuing membership which requires payment of an initiation fee, annual dues, and all other financial obligations established by the Board of Directors. (2) Full membership in the Corporation shall be open to all applicants who meet qualifications established by the Board of Directors. The spouse or partner and the children covered under the membership of a full member shall automatically become members of the Corporation. Voting power shall be confined to an adult full member or spouse or partner. Each membership is entitled to one (1) vote at any meeting of the Corporation. Eligibility to be elected to the Board of Directors and hold office shall be open to any full member, or to the spouse or partner, of any full member. Only the full member or spouse or partner may serve in such elected capacity at any one time. (b)(1) Special memberships are seasonal memberships, established by the Board of Directors, which requires payment of dues established by the Board of Directors for that class of membership.(2) Special members are not members of the Corporation and have no voting eligibility. Use of the facilities of the Corporation by a special member shall be limited as determined by the Board of Directors.

    Section 2. (a)

    Applications for full memberships shall be made in writing to the Board of Directors. Upon approval by the Board of Directors new members shall immediately assume all rights and privileges of full membership. (b)Applications for special memberships shall be made in writing to the Corporation. Those applicants, who meet the criteria for the special membership, receive automatic acceptance for the season..

    Section 3. (a)

    Members of the Corporation must notify the Secretary, in writing of their intention to resign from the Corporation and the resignation will be accepted when all financial obligations to the Club are paid.

  • ARTICLE IX - MEETINGS

    Section 1. (a)

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

    Section 2. (a)

    Seventeen (17) dues paying members shall constitute a quorum at any meeting of the Corporation.

  • ARTICLE X - AMENDMENTS TO THE BY-LAWS

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

  • ARTICLE XI - PROPERTY AND FINANCES OF THE CORPORATION

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