Fourth Amended and Restated Bylaws
of the Normandy Park Swimming Club, Inc.
Definitions:
Unless otherwise specified in these by-laws, the following words, including other grammatical formations, broadly construed, and phrases shall be given the following corresponding definitions:
- Membership: Memberships are granted by the Club for a cost and provide the Members who comprise that Membership with certain rights, duties, and Club access, depending on the sub-type of Membership (i.e., Regular, Rental, or Associate).
- Regular Membership: Regular Membership is the ordinary Membership offered by the Club, it requires payment of annual dues, access to the Club’s facilities, and permits the Membership to have a single vote as described in these by-laws.
- Rental Membership: Rental Memberships are temporary Memberships that the Board may, at its sole discretion, sell. They require a fee set by the Board, and permit the Members comprising the Rental Membership to access the Club’s facilities.
- Associate Membership: Associate Memberships do not have a vote, and are not required to pay dues, not can its Members partake in Club teams; to qualify for Associate Membership, (1) a Regular Membership must exist and be in Good Standing for ten years, (2) no child under the age of 18 may live with the Members comprising the Membership, and (3) the Regular Membership must make a one-time payment of twice the annual dues ordinarily owed at the time the Associate Membership is created.
- Member: Members are individual persons comprise a Membership. More than one Member may be associated with a single Membership.
- Good Standing:Good Standing is a Member or Membership’s status with respect to compliance with the Club’s by-laws, Policies & Procedures, and financial requirements, including but not limited to outstanding dues, restitution for any damages owed, etc.. The status affects Members’ and Memberships’ participation in various aspects of the Club, as described in these by-laws, that may attach to individual Members, or any Membership, or both, and is determined solely by the Board. Notwithstanding these factors, the Board decides whether any Member or Membership is in Good Standing, in its sole discretion.
- Relinquished: When a Membership is turned back over to the Club, for any reason at all, including that the Membership no longer pays its dues, that Membership is Relinquished.
- Sole Discretion: In any case where the Board may exercise its sole discretion, as permitted by these by-laws, that discretion will be decided by a simple majority of the Board Members unless otherwise required by these by-laws.
- Proxies: Proxies are individuals who vote on behalf of a Regular Membership, designated by that particular Regular Membership, in any vote where proxies are permitted by these by-laws.
Article I. Objective
The purpose for which Normandy Park Swimming Club, Inc. (“the Club” or “the Corporation”) is formed is to promote the health and general welfare of its Members and in pursuance thereof to construct, own and operate a swimming pool, together with such incidental objects as are appropriate in the conduct of its activities, in the State of Washington.
Article II. Board of Trustees
2.1 The Board of Trustees (“the Board”) shall consist of not more than thirteen Members who are also Officers of the Club (“Trustees” or “Officers” or “Board Members”), who must be Members in good standing and remain so throughout their term. The Board shall consist of a minimum of the following Officers: President, Vice President/Secretary, and Treasurer. The candidates for each of the Board positions, including President Vice President/Secretary, Treasurer, and each of the Officer positions listed in Article III that are determined to be needed in role and quantity by the Board shall be voted for by the Members at the Annual Meeting, described in further detail in Article 10.1. A list of current Trustee positions shall be maintained by the Board and made visible to the Club’s Membership. Trustees shall be elected by the Membership at the Annual Membership Meeting by a simple majority of all Regular Memberships in Good Standing, and will serve a three-year term or until their successors have been elected and qualified. In the event of a vacancy on the Board, the Trustees shall have the power to fill each vacancy, through their own sole discretion by simple majority vote of Trustees, until the next Annual Membership Meeting, at which time that position will be voted on by the Regular Memberships in Good Standing. The Board shall establish and maintain the Normandy Swimming Club, Inc. Policies & Procedures, Pool Rules and any and all other necessary internal governing documents, as determined necessary by a simple majority of The Board.
2.2 No Member shall be elected to the Board for more than two consecutive terms. A Member who serves for two consecutive terms may not run for re-election for a period of one year.
2.3 Trustees who fail to complete their term including by failing to serve for the complete duration, by resigning, by not performing duties appropriately, or for any other reason that constitutes failure to serve as determined by the Board in its sole discretion, shall not be eligible to run for the Board for a period of five years, subject to the decision of the Board by two-thirds vote.
2.4 If a Trustee has failed to attend three regular, consecutive meetings of the Board, without being excused by a two-thirds majority of the Board, or by not performing duties appropriately, or for any other reason that constitutes failure to serve as determined by the board, said Trustee shall be removed as a Trustee and no longer serve on the Board by a two-third vote of the Board.
2.5 Any Trustee may be removed at any Annual Membership Meeting by having a two-thirds majority vote of the Membership to remove any particular Trustee.
2.6 No Trustee shall benefit from services or materials furnished to the Club. Any potential Conflicts of Interest shall be disclosed to the Board during the course of the Board’s monthly meetings. Trustees shall be reimbursed for materials purchased on behalf of the Club through a reimbursement process administered by the Treasurer and requiring a minimum of two Trustees approval. Trustees shall not be charged annual dues for the duration of their term. Trustees who fail to complete their term, per section 2.3, shall owe their annual dues, subject to pro-ration by the Board in its sole discretion.
Article III. Officers
Each Officer (“Officer”) is also a Trustee (member of the Board). Officer responsibilities are as follows:
3.1 President: Shall preside at all meetings of the Members and of the Board; shall be the administrative officer and appoint all committee members, subject to the approval of the Board, and be an ex-officio member of all committees.
3.2 Vice President/Secretary: Shall serve in the absence or disability of the President, and during such time shall have all the President’s duties and powers. Shall be an ex-officio member of all committees. Shall maintain and publish the “Policies & Procedures” and “Bylaws” annually, keep the minutes, attend to the correspondence, send out all notices and perform such other duties as determined by the Board
3.3 Treasurer: Shall have charge of the monies and book of account, shall authorize payments of all bills and perform such duties as fixed by the Board. Shall prepare the annual budget for the Board and supervise all financial transactions. Shall cause the accounts to be audited annually and report the results of said audit to the Board, as required by these by-laws. Shall propose an annual budget, including specific committees’ budgets. Said annual budget shall be presented to the Membership at the Annual Membership Meeting.
3.4 Concessions Coordinator (up to two Officers): Shall prepare information to promote pool activities and prepare concessions for each pool season. The Concessions Coordinator(s) shall propose an annual budget and submit said budget to the Treasurer prior to the Annual Membership Meeting.
3.5 Membership Coordinator: Shall promote the pool and sell Memberships and maintain the directory. Membership Coordinator shall propose an annual budget and submit said budget to the Treasurer prior to the Annual Membership Meeting.
3.6 Swim Team Coordinator (up to two Officers): Shall coordinate and administrate the swim team and meets. Teams shall be run according to the league rules as are applicable. Swim Team coordinator(s) hires swim coaches, upon approval of the Board by simple majority. Swim Team Coordinator(s) shall propose an annual budget and submit said budget to the Treasurer prior to the General Members Annual Meeting.
3.7 Facilities Coordinator (up to two Officers): Shall oversee the operation and maintenance of the physical properties and the preparation of rules of health and good conduct in the connection with the operation of the pool and property of the club as well as enforcement of the same. Shall tend to renovations of the Club, grounds and facilities. Facilities Coordinator(s) shall propose an annual budget and submit said budget to the Treasurer prior to the Annual Membership Meeting.
3.8 Dive Team Coordinator: Shall coordinate and administrate the Dive Team and Meets. Teams shall be run according to the league rules as applicable. Dive Team Coordinator hires Dive coaches, upon approval of the Board by simple majority. Dive Team Coordinator shall propose an annual budget and submit said budget to the Treasurer prior to the Annual Membership Meeting.
3.9 Technology Coordinator: Shall maintain the Club website and support Board Members and Club Members in use of systems, platforms, and applications. The Technology Coordinator shall support the use of technology to benefit the Members, as well as events and teams.
3.10 Member at Large: Shall serve as a voting member of the Board of Trustees. The Member at Large may be assigned duties or projects by the President or Vice President, or any other Board member at the request of the President or Vice President, represent the general interests of the Membership, and provide input on organizational matters as needed.
Article IV. Duties of the Board of Trustees
4.1 Oversees the administration of the Club in good faith, and taking whatever actions the Board deems necessary in its sole discretion, for all purposes necessary and proper, including Member safety, club maintenance and facilities management, financial oversight and budgeting, Membership management and dues collection, event planning and community engagement, staff management and training, including through, where permitted, creation and execution of rules, procedures, committees, individualized decisions, and policies.
4.2 Designate depository banks and execute such instruments as are required by the banks, provided, however, that at least two Officers must sign all checks or other instruments for the payment of moneys.
4.3 Cause the books of account to be examined annually by an independent auditor at the request of a Member, not to be completed more than once per calendar year regardless of requests. The resulting accounting report shall be available to the Membership.
4.4 The Board shall not have the power to borrow or pledge the credit of the Club without the approval of 2/3 of the Members at a meeting held for that purpose.
4.5 Accepts resignation of Trustees, removes Trustees pursuant to 2.4, or 2.5.
Article V. Power of the Board
5.1 The Board is empowered to establish the terms of employment for employees, set Policies and Procedures, oversee the daily operation of the Club, to approve expenditures, to establish and collect dues, and to determine, at its sole discretion, disciplinary measures for Members including Board Adjudicated Suspension or termination of any Member and/or Membership, and also any other necessary or proper activity required for the prudent operation of the Club, as determined by the Board in its sole discretion.
5.2 Whenever possible, the Club shall operate without debt. A simple majority of the Board is not allowed to authorize the addition of debt, including credit-card debt, exceeding 5% of the current assessed valuation of the Club without the approval of the Members at an Annual or Special Meeting. If 75% of the Board declares a financial necessity or emergency to exist the Board may authorize the addition of short-term debt, not to exceed 180 days, not to exceed 10% of the current assessed valuation of the Club, including credit-card debt, without the approval of the Members at an Annual or Special Meeting.
5.3 The Board, using its sole discretion, shall contract for fire insurance, liability insurance, Officers and Directors insurance, and any other insurance the Board deems necessary in its sole discretion.
5.4 The Board shall have the ability to re-establish Officer positions, changing the individuals who serve as particular Officers to instead serve as another Officer, from among the elected Trustees, by simple majority vote of the Board and the explicit permission of any Officers involved in the subject re-establishment. Reassigning a Trustee’s position does not change or modify their Board term, specified in Section 2.2.
Article VI. Powers reserved for the Members
6.1 The Membership reserves the right to authorize the Board to issue debt against the Corporation. Uncollateralized debt authority shall require a majority approval at a Special or Annual Membership Meeting with a quorum of 30% of the full Membership in Good Standing, proxies included. Collateralized debt authority shall require a 2/3 approval of the Regular Membership at a Special or Annual Membership Meeting with a quorum of 30% of the full Membership in Good Standing, proxies included. The terms of the debt shall be established by the Board following the Club’s Policies and Procedures. No real property owned by the Club may be sold without a 2/3 vote of the Memberships at the Annual Membership Meeting or a Special Membership Meeting called for that purpose, either of which must have a quorum of 30% of the Regular Membership in good standing, proxies included. Votes authorizing the sale of real property shall be by written ballot and must be signed by the Membership, or proxy. Votes shall be tallied by a special committee of three Members established by the President and shall include oversight legal advisor to the Club chosen by the Board per the Club’s Policies and Procedures.
Article VII. Membership
Regular Membership:
7.1 Regular Membership is the ordinary Membership available to applicants, requires payment of annual dues, and holds one Membership vote to be used as permitted by these by-laws. To receive Regular Membership, the Regular Membership application must be reviewed and approved by the Membership Coordinator or at least 1 other Trustee and the new prospective Member then purchases a Regular Membership and pays current dues. Upon successful application the Member shall receive and must sign the Normandy Park Swim Club in order to effectuate their Regular Membership (“NPSC Membership Agreement”).
7.2 Members are up to two adults, children and stepchildren living together in common or children in a shared custody agreement with either of the two adult Members who are the signatories on the NPSC Membership Agreement. The non-custodial parent may use the pool when with the Member children. Documentation of the custody agreement may be requested by the Membership Coordinator.
7.3 Children of Members in Good Standing may continue to use the pool as long as they remain financial dependents of their parents as determined by the Board in its sole discretion.
7.4 If, at some time following the completion of the original NPSC Membership Agreement, two Members are no longer living in common, they may each retain Membership privileges until such time as one remarries. At such time an additional Membership must be purchased, if available as determined by the Board in its sole discretion; if not available, one may be rented, if available for rent.
Rental Membership:
7.5 When Regular Memberships are not available for purchase, the Club may issue Rental Memberships for an amount determined by the Board in its sole discretion each spring, but at least equal to the annual member dues, to persons on the waiting list. Rental Memberships do not have any voting powers, and have an expiration date set by the Board at the time of purchase.
Associate Membership:
7.6 Associate Memberships are nonrefundable. Associate Members do not pay annual dues or assessments and do not have voting rights. Additionally, Associate Memberships cannot have children on the swim team, dive team, or water polo team. In order to obtain an Associate Membership, a Regular Membership :(1) shall be at least ten years old and in good standing; (2) the subject Members in the Regular Membership shall have no children living at home under the age of 18; and (3) the Membership shall make a one-time payment of twice the current annual dues. Application for Associate Membership must be made to the Membership Coordinator and approved by simple majority of the Board. The Membership Coordinator shall issue Associate Membership.
Article VIII. Membership Privileges
8.1 All Regular Members in Good Standing shall be accorded equal privileges in the facilities, and all Members shall be subject to the same rules and regulations in the use thereof, which shall be available on the Club premises.
8.2 The Treasurer or Membership Coordinator shall maintain a list of the Memberships and Members, including if the Members and/or Membership are in Good Standing.
8.3 Members are responsible for any damage they or their guests cause, with cause and damage being determined by the Board in its sole discretion and are subject to suspension of Membership and loss of use of the Club until such time as the damage caused by the Member or their guest has been compensated for, to The Board’s satisfaction in its sole discretion. Members are also responsible for any loss in revenue as a result of any damage they or their guests cause to the property.
8.4. The Club, including any of its Trustees or any agent, employee, or volunteer of any kind, shall not be responsible to any Member or guest for loss of property or damage to property.
Article IX. Dues and Fees
9.1 The amount of dues owed by each Regular and Rental Membership annually shall be sufficient to provide for the expenses of operation, maintenance and improvement of the property as specified by the Board of Trustees in its sole discretion.
9.2 Any Membership delinquent in the payment of dues or other indebtedness to the Club may be suspended for any length of time by the Board at the Board’s sole discretion, in which case the Membership Coordinator shall notify a Member associated with the subject Membership of said suspension.
9.3 All dues paid are final and not subject to refund, except at the sole discretion of the Board. A member is obligated to continue paying all dues and fees until and unless the Membership is Relinquished back to the Club. Dues may be prorated if the Membership is sold by the Club during a swim season at the sole discretion of the Board.
Article X. Members’ Meetings
10.1 The Club shall hold an Annual Membership Meeting for the purpose of electing Trustees, examining the reports of Officers, approving the budget and the Membership dues for the next fiscal year, and for such other business as may properly come before it as determined by the Board member facilitating the Annual Membership Meeting, on the second Thursday of each November.
10.2 Special meeting of the Membership shall be called by the President of the Board of Trustees upon at least 3 days-notice to the Regular Memberships, for any reason the President deems necessary. Special meetings may also be called upon the request, in writing, of 25 Regular Memberships, filed with the Secretary, who shall call said meeting within 30 days after the time of filing the request.
10.3 Notice of Annual Membership Meetings shall be electronically mailed to the Regular Memberships at least 15 days prior to the date thereof. The notice shall include: The Purpose, Date, Time, and Location. Notices shall be sent to the last known email address listed on the Membership’s account.
10.4 Each Regular Membership shall be entitled to one vote on all matters, proxies are allowed. Regardless of the number of Members who use a Regular Membership, only one vote per Regular Membership is permitted.
10.5 Only Members in Good Standing, as determined by the Board in its sole discretion, shall be allowed to vote and attend Annual Membership Meetings or Special Meetings.
10.6 The President shall determine and communicate the form of voting at Membership meetings.
10.7 A quorum shall consist of the number of Regular Memberships in good standing present at a Membership Meeting, including proxies, when the President calls the meeting to order.
Article XI. Board Meetings
11.1 Special Board Meetings shall be held upon call of the President at a date and time determined by the President, or upon the request of two Board Members, filed with the Secretary, who shall call the Board Meeting promptly thereafter.
11.2 Regular Board Meetings shall be held every month, except when there is a conflict. In the event of a conflict the Board Meeting will be re-scheduled.
11.3 A simple majority of Board Members shall constitute a quorum at any Board Meeting.
11.4 Board Meetings are to be open to the Members, at the Board’s sole discretion, which the Board may withhold, and hold a Board Meeting closed to the Members, at its sole discretion, especially when sensitive information may be discussed. Even at a Board Meeting that is open to the Members, The Board may elect to adjourn to an executive session, at the Board’s sole discretion.
Article XII. Procedures for Amending the Bylaws
12.1 Proposed amendments to these Bylaws may be submitted in writing to the Vice President/Secretary of the Board by any member of the Club. The Vice President/Secretary shall promptly notify all Trustees.
12.2 Amendments to these Bylaws shall be approved and made effective at any Annual Membership Meeting, or any Special Membership Meeting called for that purpose by a 2/3 vote of the Regular Memberships present, including proxies.
12.3 Any proposed amendment(s) must be submitted to and approved by the Board of Trustees at least 30 days in advance of any Annual or Special Membership Meeting. Even if not approved by the Board of Trustees, a proposed amendment(s) must be presented at the Annual Membership Meeting or Special Membership meeting if requested in writing by ten Regular Memberships. A copy of the proposed amendment(s) shall be sent to each Regular Membership to their last known e-mail at least 5 days in advance of the Annual or Special Membership Meeting at which any amendment is to be submitted to a vote.
Article XIII. Indemnification of Trustees and Officers
13.1 Every Trustee and Officer of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed on him or her in connection with any proceedings to which he or she may be made a party, or in which he or she may become involved, by reason of his or her doing or having been a Member, Trustee or Officer of the Corporation, or any settlement, thereof whether or not he or she is a trustee or officer, at the time such expenses are incurred, except in such cases where in he or she is adjudged to be liable for gross negligence or misconduct, by two-thirds vote of all Board Members, in the performance of his or her duties.
Article XIV. Suspension or Termination of Membership
Summary suspensions & 24-hour suspensions, refusals and revocations – Without notice or opportunity to be heard, Reversible by Board:
14.1 The President or the Pool Manager of the Club may suspend any and all Membership privileges of a Member for any period of time not to exceed 120 days (“Summary Suspension”). The Board may reverse these Summary Suspensions at any time by a simple majority vote of the Trustees.
14.2 Trustees or employees have the right to refuse service or suspend or revoke access privileges of any Member or guest whose conduct they consider to be contrary to the best interests of the Club, in violation of the Bylaws, or in violation of the rules of the Club, for any period of time not to exceed 24 hours. The Board may reverse these 24-hour suspensions, revocations, or refusals of service at any time by a simple majority vote of the Trustees.
Board Adjudicated Suspensions and Terminations:
14.3 The Board of Trustees, by two-thirds vote, may suspend any Membership or any and all of the Membership privileges of any Member for any length of time (“Board Adjudicated Suspension”) or terminate (“Board Adjudicated Termination”) any Member or Membership, for any length of time, up to and including permanently. The Board may take any of these actions if the Board, in its sole discretion, believes a Member has participated in or been involved in any capacity with conduct or circumstances the Board considers to be contrary to the best interests of the Club, in violation of the by-laws, or in violation of the rules of the Club, as determined by the Board in its sole discretion.
14.4 The Board shall give written notice of potential Board Adjudicated Suspensions and Terminations to the Member(s) who are potentially being suspended or terminated by sending an email to the last known email address on file notifying the Member of the potential Board Adjudicated Suspension or termination. In this email notice, The Board shall give the affected Member an opportunity to speak with the Board about the potential Board Adjudicated Suspension or termination if the Member responds to that written notice within 5 days of it being sent. If the Member does not respond to that written notice within 5 days their opportunity to be heard shall terminate, and the Board may adjudicate the final Board Adjudicated Suspension or termination without hearing the Member. If the Member does respond within 5 days, the Member shall schedule their date to be heard by the Board Members to occur within 30 days of the date the original email notice was sent by the Club. If 30 days elapse from the time the written notice was sent and the affected Member has not had their opportunity to speak with the Board, for any reason whatsoever, the affected Member’s opportunity to speak with the Board shall expire and the Board may, at its sole discretion, execute the Board Adjudicated Suspension or Termination. The Board may terminate or suspend any and all of a Member’s Membership privileges at its sole discretion; this section, 14.4, is intended only to provide a Member who may be suspended through Board Adjudicated Suspension or Termination with an opportunity to speak with Members of the Board before the Board makes its final adjudication.
14.5 Neither the Board of Trustees nor the Club is obligated to return funds, dues or Membership fees, to a member suspended or expelled.
