HIGHLAND SWIM CLUB ASSOCIATION, INC.
P.O. BOX 301
ABSECON, NEW JERSEY 08201
This shall be a non-profit Corporation, organized and existing under the laws of the State of New Jersey, and shall be known as the Highland Swim Club Association, Inc., (hereinafter called "Club").
This Club is formed to construct, own and operate a recreational swimming pool for the exclusive use of its members and guests.
Section 1. Membership in the Club shall consist of individual members and family units.
. The family unit shall consist of the bondholder, bondholder's spouse or
cohabitant, children of bondholder and spouse or cohabitant under 21
years of age, and any other relative of the bondholder and spouse or
cohabitant whose permanent address is the same as the bondholder.
. An individual member shall be an adult over the age of 21 and shall be
entitled to one unlimited guest privilege. This guest privilege may be
exercised only when the individual member accompanies the guest on
the Club premises.
Section 2. All bondholders shall be members of the Club.
Section 3. The number of memberships of the Club shall not exceed 250.
Section 4. All members of the Club and participants in Club activities shall be
accorded the use of Club facilities, subject to their compliance with Club Rules and
Regulations which shall be posted at all times at the Club.
Section 5. The Board of Trustees may delegate to the Chairperson of the Pool &
Grounds Committee or to a responsible employee of the Club, the power to suspend pool
privileges for the violation of Club rules and regulations, provided such suspension does
not exceed seven (7) days. A written report of such suspension containing reasons
therefore, shall be submitted to the President within 24 hours.
Section 6. Any member may, for cause and after having been given an opportunity
for a hearing, be suspended for a period not exceeding three (3) months by a 3/5 vote of
the Board of Trustees, or expelled by a 4/5 vote thereof. Cause for suspension or
expulsion shall in general consist of violation of these By-Laws or the rules of the Club,
or of misconduct. No dues will be refunded.
Section 7. Only the bondholder is extended the right to vote. He or she may be
represented by his or her spouse or a proxy authorized in writing by the Bondholder. The
proxy authorization must be presented to the Secretary prior to voting.
Section 8. No Bondholder may sell, assign or transfer said Bond to any other person
or entity, except the Club.
Section 9. Any member of the Club may withdraw at any time, however, their Bond
may not be redeemed by the Club unless or until the Club has again reached its full
membership quota. Any member who withdraws from the Club must return their Bond to
the Secretary of the Club, along with a written notice of their withdrawal. Upon receipt
of such notice of their withdrawal and the Bond, the Secretary shall, within seven (7)
days, advise the Treasurer that the Bond, less any indebtedness of that member to the
Club, shall constitute an obligation of the Club to be retired as soon as full membership is
Section 10. If a member withdraws before or during the Summer season and after
paying his yearly dues, he will be eligible for a pro-rated refund of dues upon the sale of
his Bond and payment of dues by the purchaser.
Section 11. All applications for membership shall be required to pay an application
fee to be set by the board. This fee will be considered the initiation fee upon acceptance
of membership. This fee will be non-refundable. An additional application fee will be
required each time an applicant is offered membership but declines and then requests to
be placed on a lower position on the waiting list.
Section 12. Any property of the Club broken or damaged by a member or any
member of his family or by his guest shall be promptly paid for by such member. No
person shall remove from the premises any article belonging to the Club without
authorization from a board member.
Section 13. The Club assumes no responsibility, and members or their guests can
have no claim against the Club, for any accident or injury to any person or damage to or
loss of their property which may be brought into or left in the Club buildings or on the
Board of Trustees
Section 1. The Club shall be managed by a Board of Trustees, hereinafter called
"board", composed of five (5) adult members of the Club in good standing and elected by
the membership as hereinafter provided.
Section 2. The initial Trustees of the Club shall be the individuals named in the
Certificate of Incorporation of the Corporation which was filed with the Secretary of State
of New Jersey on August 12, 1993. These initial Trustees shall serve until the first
Annual Fall meeting of the bondholders of the Club held after the Club opens. At which
time their successors shall be elected.
Section 3. Trustees elected at the first Fall meeting of Bondholders will be divided
into two classes: one class (comprised of 3 members) will serve for two (2) year terms;
the second class (comprised of 2 members) will serve for a one (1) year term. Thereafter,
all Trustees shall be elected for a two (2) year terms at the Annual Fall meeting. There
shall be no limitation upon the number of terms which any Trustee may serve. Any
Trustee who shall cease to be a member in good standing of the Club shall also cease to
be a Trustee of the board.
Section 4. A vacancy on the Board shall be filled by a majority vote of the Board
either at the meeting at which the vacancy occurs or at the first meeting of the Board
thereafter. Such appointee to serve until the next Annual Fall Meeting when the vacancy
shall be filled by the membership for the balance of the term.
Section 5. At the first Board Meeting following the election of new Trustees, the
board shall elect among its members a President, Vice President, Secretary and Treasurer.
Section 6. Consistent with these By-laws, the Board of Trustees shall:
(a) Transact all of the Club's business, including appointing and removing
officers, employees and agents, and fixing their duties and
(b) Prescribe rules and regulations for the operation and use of the Club's
facilities and establish and impose penalties for violation thereof.
(c) Approve the admission of bondholders upon the recommendation of
the Membership Committee.
(d) Fix the Club's guest policy and guest fees.
(e) Constitute and appoint standing committees as set forth herein, and
such special committees as it shall deem necessary, and define the
powers and duties of the same.
(f) Hire a manager who shall be responsible to hire employees to run the
day to day operation of the Club.
(g) Delegate authority to one or more of its members to act for it when
necessary between regularly scheduled meetings.
(h) Otherwise act as required elsewhere herein and as might be necessary
and proper for the benefit of the Club and the welfare of its members.
(i) Have full power of management of the business of the Club and the
authority to exercise all such powers of the Club and do all such lawful
acts and things as are not by statute or these By-Laws directed or
required to be exercised or done by the bondholders, including,
without limitation, the power to borrow money for the corporation and
in connection therewith to execute and deliver loan agreements
pertaining thereto and promissory notes evidencing such indebtedness
and to secure the same by mortgages, deeds of trust, pledges or other
liens or security interests in furtherance of any or all of the purposes of
(j) Have the power to make capital expenditures on behalf of the
corporation, provided that any single capital expenditure in excess of
$10,000 after the construction of the Club or which is not outlined in
the capital budget shall require the prior approval of a majority of the
Section 7. The Board of Trustees shall designate a financial institution or financial
institutions in which the funds of the corporation shall be deposited.
Section 8. Three members of the Board of Trustees shall constitute a quorum at any
meeting of the Board of Trustees. The Board of Trustees shall act by majority vote at any
meeting held as provided therein on any questions considered by the Board of Trustees.
Section 1. The President shall preside at all meetings of the bondholders of the
corporation; he shall be the Chief Executive Officer of the corporation; and he shall be a
member ex officio of all committees.
Section 2. The Vice President shall act for the President in the event of his absence or
disability, and shall otherwise act as directed by the Board of Trustees.
Section 3. The Secretary shall send notices as required by statute, these By-Laws, or
otherwise, and shall keep minutes of all meetings, attend to and preserve the books,
records and correspondence of the corporation, and shall otherwise act as directed by the
Board of Trustees.
Section 4. The Treasurer shall keep the accounts of the corporation, collect its
revenues, pay its bills as approved by the Board of Trustees, and otherwise act as directed
by the Board of Trustees. The Treasurer shall present an annual financial report to the
bondholders at it annual Spring meeting.
Section 1. There shall be such standing committees as from time to time shall be
determined by the Board.
Section 2. The standing committees shall include; pool and grounds, finance, swim
team and membership.
Section 3. The duties and powers assigned in these By-Laws to the standing
committees shall be subject to the authority of the Board.
Section 4. The Pool and Grounds Committee shall exercise supervision over the pool
and grounds; shall attend to the improvement and maintenance of the pool, buildings,
operating equipment and grounds; shall have the authority to hire a manager or a
management company to operate the pool; shall prepare rules of health and good conduct
in connection with the operation of the pool and shall see that the rules and regulations of
the Club are enforced.
Section 5. The Finance Committee shall prepare the annual budget for submission to
and approval by the Board and shall exercise general supervision over the financial
transactions of the Club.
Section 6. The Swim Team Committee shall oversee the operation of the swim team
and its related activities.
Section 7. The Membership Committee shall receive and review all applications for
membership and present to the Board for acceptance.
Section 8. All committees shall consist of members of the Club appointed by the
Section 1. The Board of Trustees shall hold a meeting after the Fall meeting of the
membership. The Board of Trustees shall meet at least four times per year.
Section 2. The Board may by resolution establish from time to time a schedule of its
Section 3. Notice in writing of the regular meetings shall be given each Trustee at
least five (5) days before the date of the meeting. Such notice may be waived by the
Section 4. Special meetings of the Board may be called at any time by the President,
and shall be called by the Secretary upon the written request of not less than three (3)
Trustees. A majority of three (3) members of the Board shall constitute a quorum at any
meeting for the transaction of business and passing of any motion, unless otherwise
required; provided, that if a majority of the Directors shall separately or collectively
consent in writing to any action to be taken by the Trustees or subsequently ratify such
action, it shall be as valid a corporate action as though it had been at a meeting of the
Section 5. Any adult member in good standing may place in writing, an item of
business before the Board. The Board will advise this member when this business will be
considered at a regularly scheduled Board meeting.
Section 6. Two regular meetings of the Club membership will be held each year:
(a) Fall Meeting - After the Club closes for the Summer and prior to
October 31st each year, the Club membership will meet to elect
Trustees, to present committee reports, and for the transacting of such
other business as may be required.
(b) Spring Meeting - Prior to May 30th of each year, the Club membership
will meet, act on the budget for the Club, to present the Treasurer's
report, to present Committee reports, and for the transacting of such
other business as may be required.
Section 7. Special meetings of the Club may be called by the Board or by the
Secretary within thirty (30) days following receipt of a written request signed by thirty
(30) members of the Club stating the purpose thereof.
Section 8. Notice of the two (2) regular meetings shall be given by mail to the
members at least ten (10) days prior thereto. The notice of the Fall Meeting shall include
the names of the candidates for Trustees. The notice of the Spring Meeting shall include
a copy of the proposed agenda for that meeting.
Section 9. Twenty percent of the eligible votes, present in person or by proxy, shall
constitute a quorum at all Club meetings. Proxies must be filed with the Secretary prior
to the opening of a meeting.
Section 10. Wherever, in these By-Laws, notice to the membership if required, the
mailing of such notice to the last known address of each member shall constitute notice.
Section 11. The rules contained in "Roberts Rules of Order" shall apply at all
meetings of the Club, except where they are inconsistent with the By-Laws or special
rules of order of the Club.
Section 1. For the purpose of providing sufficient funds for the acquisition of
property, for the construction and maintenance of the pool and for the construction and
maintenance of other essential facilities, all applicants, as a condition of membership,
shall be required to purchase a bond.
Section 2. Bonds may only be sold or transferred upon their surrender to the Club.
Bonds may only be transferred to a member of the family unit or the purchaser of a
bondholder's home upon approval of the Board of Trustees as outlined in the Bond
Section 3. Bondholders may withdraw from the Club at anytime by surrendering their
bond to the Club. All bonds surrendered to the Club shall be offered to a waiting list of
potential members who have applied for admission. Surrendered bonds will be offered to
potential members only after the original bond offering is complete and all 250 Bonds
have been sold.
Section 4. Bondholders who fail to pay annual dues within thirty (30) days of the date
required by the Club, shall forfeit membership and be deemed to have surrendered their
bond to the Club. Upon resale of such bonds by the Club, the bondholder shall be entitled
to payment offset by the amount of any sums due and owing to the corporation including
late fees, unpaid dues and costs.
Section 5. In the event of the effective dissolution of the Club, and only in that event,
bonds shall be a lien upon the proceeds of the sale of the property of the Club after the
payment of all its just debts and obligations to the extent of the then value of bonds as
fixed by these By-Laws, subject to settlement of all debts, dues and obligations owed by
the holder of the bond. After payment of all bonds outstanding upon the effective date of
dissolution of the Club, the assets remaining shall be assigned to local charities or
non-profit community projects as selected by the Board of Trustees at the time of
Dues and Fees
Section 1. The Board of Trustees shall establish the annual membership fees to be
paid by each member. The Treasurer shall send the Statement of Dues to each member
prior to March 31st of each year.
Section 2. Membership dues shall be sufficient to provide for necessary operating
expenses of the Club and a capital reserve to assure the proper maintenance, debt service
and improvement of its property, and shall be payable by April 30th of each year. Any
member who has not submitted his withdrawal, in writing, by March 15th shall be liable
for that year's dues.
Section 3. In the event the Club does not have sufficient funds to provide for
necessary operating expenses of the Club, the Trustees shall have the power, subject to
bondholder approval at a special meeting, to make such special assessment on the
bondholders that the Trustees shall, in their discretion, determine to be necessary to
provide sufficient capital funds to operate the corporation.
Section 4. Any member failing to pay the membership fee by April 30th shall be
notified by the Treasurer in writing that, if such indebtedness shall not be paid within
thirty (30) days thereafter, the delinquent member may be suspended by the Board of
Trustees, and be required to surrender his bond pursuant to Article VIII. Any member
that is suspended shall immediately be notified in writing by the Secretary of his
suspension, and requested to surrender his Bond to the Club. A late charge of $30.00
shall be levied by the Board of Trustees on all delinquent amounts.
Section 5. No membership dues, nor any part thereof shall be refunded in the event
that pool operations are required to be suspended for any period of time.
Section 6. No dues, nor any part thereof, shall be refunded for any cause except
death, permanent physical disability, or in the event that the member is a member of one
of the armed services of the United States and is stationed away from the general area of
the Club or a member withdraws as specified in Article III, Section 10.
Section 7. No member, delinquent or in arrears in the payment of any dues, fees or
charges of any kind shall be entitled to admission to the Club premises until such dues,
fees or charges have been paid in full.
Section 8. Any member unable to pay membership fees because of a hardship shall
apply in writing to the Board of Trustees. The Board shall have the authority to waive
payment of membership dues and suspend all privileges of the bondholder for the entire
Section 1. There shall be a Nominating Committee appointed by the President to be
composed of three (3) members of the Club in good standing, and excluding present
Section 2. The Nominating Committee shall nominate a slate of candidates and shall
report such nominations to the Secretary on or before September 1st. These nominations
shall be posted on the Pool Bulletin Board upon receipt by the Secretary.
Section 3. Independent nominations for candidates for election at the annual meeting
may be made by letter signed by twenty (20) voting members in good standing and
delivered to the Secretary by September 1st.
Insurance & Indemnity
Section 1. The corporation shall indemnify, in the manner and to the full extent
permitted by the New Jersey Nonprofit Corporation Act, as amended, any "corporate
agent" of the corporation (as such term is defined in Section 15A:3-4 of the New Jersey
Nonprofit Corporation Act) who was or is a part to, or is threatened to be made a party to,
any "proceeding" (as such term is defined in said Section 15A:3-4), whether or not by or
in the right of the corporation, by reason of the fact that such person is or was a corporate
agent of the corporation. Where required by law, the indemnification provided for herein
shall be made only as authorized in the specific case upon a determination that
indemnification of the corporate agent is proper in the circumstances. The corporation
may, to the full extent permitted by law, purchase and maintain insurance on behalf of any
such person against any liability which may be asserted against him. To the full extent
permitted by law, the indemnification provided herein shall include "expenses" (as such
term is defined in said Section 15A:3-4), and, in the manner provided by law, any such
expenses may be paid by the corporation in advance of the final disposition of such
proceeding. The indemnification provided herein shall not be deemed to limit the right of
the corporation to indemnify any other person for any such expenses, nor shall it be
deemed exclusive of any other rights to which any person seeking indemnification from
the corporation may be entitled under any agreement, vote of trustees, or otherwise, both
as to action in his official capacity and as to action in another capacity while holding such
Section 1. These By-Laws may be amended by a two-thirds majority vote of the
members present in person or represented by proxy at any meeting of the Club, provided
that the proposed amendments have been submitted to the Board and mailed by the Board
to each voting member not less than ten (10) days prior to the date of the meeting.
Section 2. Amendments may originate with the Board of Trustees or by a petition
signed by twenty percent (20%) of the total members of the Club in good standing.
Section 3. A special meeting of the Club may be called to explain and discuss any
proposed amendments to these By-Laws.
Section 1. Any question as to the meaning or proper interpretation of any provision of
these By-Laws shall be determined by the Board of Trustees.
Section 2. The books, accounts and records of this Club shall be open for inspection to any member of the Board at any time. Members of the Club may inspect such books, accounts and records of this Club at such reasonable time as the Board shall by resolution