The Board is recommending several changes to the By-Laws. Specifically, to Article III, Sections 4, 9, 10 and 13, and Article VIII, Section 1.
Summary of Changes
The first paragraph of Article III, Section 4, Dues, Fees and Fines is to be replaced in its entirety. With this change, members who are delinquent in paying their dues and fines, Playing Members, and Junior Members will be required to enroll in, and maintain enrollment in, automatic withdrawal. There is no change to the determination of when an account becomes delinquent. The remainder of this section (items (A) through (K)) are unchanged.
The attached new version of Article III, Section 9, Member Obligations, will replace the existing Article III, Section 9 in its entirety. Key changes include:
1. Define what a Workday Obligation is and who needs to do them.
2. Define the accrual of Workday Obligations for departing and new members.
3. Simplify the list of things that can be considered a workday.
4. Clarify which classes of members have General Meeting Obligations (need to attend meetings).
5. Clarify the issue of General Meeting attendance, proxies and missed meeting fines.
The first paragraph of Article III, Section 10, Resignation and Termination is to be replaced in its entirety. With this change, the effective date of a resignation from the first day of the month following acceptance of such resignation to the last day of the month of the acceptance of such resignation. The remainder of this section (i.e., everything after the first paragraph) is unchanged.
The first paragraph of Article III, Section 13, Nomination and Election of Officers and Governors is to be replaced in its entirety. With this change, the Nominating Committee will be required to keep the Board apprised on such committee’s search for the ensuing year’s Officers and Governors. The rest of this section (i.e., everything after the first paragraph) is unchanged.
Finally, the first paragraph of Article VIII, Section 1, Execution of Documents is to be replaced in its entirety. Currently, the Board may enter into contracts on behalf of the Club up to $20,000. The proposed change restricts this to emergency and/or general maintenance repairs and provides a $5,000 limit for other expenditures. The rest of this section (i.e., everything after the first paragraph) is unchanged.
We did not provide a formal redline version because it would be unreadable.
We recommend that you review the proposed changes to the By-Laws and the existing By-Laws.
Complete Text of New Changes
ARTICLE III – SECTION 4. DUES, FEES AND FINES (first paragraph only)
Dues, fees (including guest fees) and fines shall be due and payable on the first day of each billing period and shall be considered delinquent if not paid in full by the second day of the month following the start of a billing period. If an account becomes delinquent, and in order to retain membership, such account must (i) pay the balance in full by the time of the next billing from the Club or make other financial arrangements acceptable to the Treasurer and (ii) enroll in, and maintain enrollment in, automatic withdrawal (i.e., ACH). Notwithstanding the foregoing, all Playing Members and Junior Member accounts are required to enroll in, and maintain enrollment in, automatic withdrawal. Dues, fees and expenses of, or associated with, temporary guest members shall be paid by the sponsoring member. Dues may be increased or decreased by two-thirds (2/3) affirmative vote of those voting members present at a regular or special membership meeting at which a quorum is present.
ARTICLE III – SECTION 9.MEMBER OBLIGATIONS (in entirety)
Members of the club are required to fulfill Workday Obligations and attend General Meetings, as outlined in this section. Financial penalties will be assessed for failure to fulfill Workday Obligations and failure to fulfill General Meeting Obligations. Fines will be assessed at the end of each fiscal year for returning members, and at the Effective Date of resignation or termination for departing members.
(A) Workday Obligations
1) Each Workday Obligation is to be approximately four (4) hours of work. Partial credit will not be granted. All Workday Obligations must be verified by the event organizer and approved by a Board member. Members may not self-report the fulfillment of Workday Obligations.
2) Each Regular, Legacy, Provisional, and Playing Member of the Club is required to perform three (3) Workday Obligations for each fiscal year. Each Intermediate Associate Member of the Club is required to perform one (1) Workday Obligation for each fiscal year. Workday Obligations shall be performed between June 1 of the fiscal year through the following May 31.
3) Spouses may fulfill each other’s Workday Obligations.
4) Members are encouraged to perform additional Workday Obligations during the year; however, such additional Workday Obligations shall not carry over into subsequent years.
5) For the purpose of determining when Workday Obligations accrue for new or departing members, the year is broken into the following three (3) four-month periods, or “thirds”: June through September; October through January; and February through May.
a) Members whose membership ends during the year will owe one (1)Workday Obligation for each full or partial third of the year during which they were members. By way of example, if a member departs in December, they would owe two (2) Workday Obligations for that year, one (1) for each of the first two (2) thirds of the year.
b) Members joining during the year will owe one (1)Workday Obligation for each full third of the year during which they are members. By way of example, if a member joins in December, they would owe one (1) Workday Obligation for that year, for the last third of the year.
6) Members will be assessed $150 for each unfulfilled Workday Obligation during their tenure. The annual fines for failing to perform Workday Obligations are as follows:
For 1 unfulfilled Workday Obligation: $150
For 2 unfulfilled Workday Obligations: $300
For 3 unfulfilled Workday Obligations: $450
7) Workday Obligations may be fulfilled by any of the following methods:
a. Participating in regularly scheduled workdays at the Club as scheduled by the House Chair, which will be announced in the Shuttlecock and posted online.
b. Participating in projects approved and scheduled by the House Chair or New Construction Chair.
c. Providing assistance for badminton tournaments at the Club as verified by the tournament chair and approved by a Board member.
d. Serving on a committee for a party or other event as verified by the party or event chair and approved by a Board Member. The ability to earn Workday Obligations for such events must be pre-approved by the Board.
e. Serving in other capacities specifically approved by a Board member.
8) Workday Obligation Credit for Board Members
a) A member who serves on the Board of Directors, and his/her spouse, shall be deemed to have fulfilled all Workday Obligations during the Member’s tenure on the Board and the following year. A member who serves as President of the Board of Directors, and his/her spouse, shall be deemed to have fulfilled all Workday Obligations for each year after such Member’s tenure on the Board.
b) The Treasurer and House Chair shall be deemed to have fulfilled all Workday Obligations for the next two years after such Member’s tenure on the Board.
c) If a member serves consecutive terms on the Board, such member’s additional years of deemed fulfilled Workday Obligations shall accumulate and applied to periods immediately after such member has completed service on the Board, instead of being applied during the member’s subsequent consecutive terms on the Board.
9) Disputes regarding the fulfillment of and/or fines assessed for Workday Obligations shall be resolved by the sitting Vice President.
10) Persistent Default in Workday Obligations
The membership of any member who fails to fulfill their Workday Obligations during any two-year period may be terminated. At any time, the Vice President (or his/her designee) may review the participation of each member during the preceding two-year period, and report to the Board regarding any member who has failed to fulfill their Workday Obligations during the preceding two-year period. Promptly after receiving such report, the Board shall determine whether to terminate the membership of any such member.
(B) General Meeting Obligations
1) The club has two (2) General Meetings per fiscal year, with the first one to be held on the second Sunday in November, and the second one to be held on the third Sunday in May.
2) Each Regular, Intermediate Associate, Legacy, and Provisional Member of the Club is required to attend both General Meetings associated with a fiscal year. Attendance in a fiscal year may be satisfied in either of the following ways:
a) Attending in person and signing in at both the November and the May General Meetings; or
b) Attending in person and signing in at one (1) of the General Meetings and submitting a timely proxy for the other General Meeting.
3) No General Meeting credit will be given for a proxy unless the Member attends in person and signs in at the other General Meeting for that fiscal year. In other words, if a Member submits a proxy for both General Meetings in the same fiscal year, no General Meeting credit will be given for either meeting.
4) Members will be assessed $100 for each failure to fulfill a General Meeting Obligation as described in Paragraph (2) above, for a maximum fine of $200 per fiscal year per member. Such fine is in addition to any Workday Obligation fines.
5) Spouses may not fulfill each other’s General Meeting Obligations.
6) No General Meeting Obligation credits are given to members solely by virtue of such members serving, or having served, on the Board of Directors.
SECTION 10. RESIGNATION AND TERMINATION (first paragraph only)
Any member may resign. Such resignation to be effective on the last day of the month in which the written resignation is accepted by the Board of Directors, but such resignation shall not relieve the member so resigning of the obligation to pay dues, assessments or other charges theretofore accrued and unpaid, if any. The resignation must be addressed to the Board of Directors and be accompanied by stock certificate (or affidavit of lost stock certificate) and keys and/or other equipment member may have in his possession before stock can be refunded.
SECTION 13. NOMINATION AND ELECTION OF OFFICERS AND GOVERNORS (first paragraph only)
The Board of Directors shall at least six weeks prior to the annual May meeting, appoint from the membership of the Club, a committee of five individuals composed of the most immediate past presidents who shall recommend a ticket of Officers and Governors for the ensuing year. The Nominating Committee shall keep the Board apprised of their search and final recommendations shall be made to the current Board by the May Board Meeting and mailed to the Regular, Intermediate Associate and Associate Members of the Club at least fourteen (14) days prior to the meeting. However, nothing herein contained shall preclude the nomination of other candidates of the Club to be balloted for at the same time. No person shall be eligible for election as an Officer or Governor unless their name shall have been posted as a candidate along with the person nominating them upon the bulletin board of the Club for at least three (3) days preceding the date of the election. No person may be nominated in the ways herein specified unless the nominated person consents hereto.
ARTICLE VIII – SECTION 1. EXECUTION OF DOCUMENTS (first paragraph only)
The Board of Directors may authorize any officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Club in a sum not to exceed $20,000.00 for emergency and/or general maintenance repairs only; and up to $5,000 for general or confined to specific instances. Such authority may be only be authorized by the Board of Directors, no officer, agent or other person shall have any power or authority to bind the Club by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount. All contracts, bond and other instruments in writing shall be first approved by the Board of Directors and be signed by both the Treasurer and the President.
