BCCM Bylaws

AMENDED AND RESTATED BY-LAWS

OF THE BEACH CLUB OF CAPE MAY, INC.

(with all amendments through and including August 25, 2012)

 

ARTICLE I

 

NAME

The name of the Club is Beach Club of Cape May, Inc.

ARTICLE II

 

PURPOSE

The sole purpose of the Club is to maintain and operate a beach club in the County of Cape May and State of New Jersey for the exclusive use of its members, their families and their guests, together with such other incidental objectives as are appropriate in the conduct of its activities.

ARTICLE III

 

BOARD OF TRUSTEES

Section 1.       The Club shall be governed by a Board of Trustees, not exceeding fifteen (15) and not less than nine (9) in number.  Not less than three (3) nor more than five (5) Trustees shall be elected each year by the members at the Annual Meeting.  The number of Trustees to be elected in any year shall be determined by the Board of Trustees not later than July 15 of each year.  Except as set forth to the contrary in Section 3 of this Article III, each Trustee shall be elected to a-term of three (3) years.  The Nominating Committee, as appointed by the Executive Committee, shall place in nomination the names of proposed Trustees and officers.  Nominations may also be made by petition as set forth in Article VII, Section 2.  Election of Trustees shall be as set forth in Article VI of these By-Laws.

 

Section 2.       Any member of the Board of Trustees who shall cease to hold active membership in the Club shall automatically cease to be a member of the Board.

 

Section 3.       A vacancy on the Board of Trustees shall be filled until the next Annual

Meeting by appointment by the Executive Committee, with the approval of a majority of the

Board of Trustees, whose members may be polled by telephone, if necessary.  At the next Annual Meeting, a new Trustee shall be nominated in accordance with Article VII of these ByLaws to serve the remainder of such unexpired term.

 

Section 4.       Consistent with these By-Laws the Board of Trustees shall:

(a) Oversee and provide for the transaction of all Club business and make and

amend such rules or directives or resolutions as may be deemed necessary or proper for the regulation of the use of Club.  The Board shall determine the number of clerks, agents, or employees as it deems necessary and fix their duties and compensations;

 

(b) Fix, impose and remit penalties for violations of the By-Laws and House

Rules of the Club;

 

(c) Fix, by promulgating House Rules, the terms and conditions upon which

the guests of members may use the facilities of the Club;

 

(d) Act on recommendations of the various Standing, Special and Ad Hoc Committees; and

 

(e) Carry out any duties and have the power to take any actions required by or

consistent with these By-Laws.

 

Section 5.       The Board of Trustees shall designate the bank or banks in which the funds of the Club shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of funds of the Club shall be executed.  However, the Board of Trustees shall always require that at least one (1) Officer plus one member of the Board of Trustees, who mayor may not be an Officer, from among four (4) Trustees designated by the Board of Trustees, sign all such drafts or other instruments for the payment of money drawn in the name of the Club.

 

Section 6.       The Board of Trustees shall, annually, establish dues for each class of membership and initiation fees for new members for the ensuing year.  Regular members shall also be subject to such periodic assessments as may be levied in the discretion of the Board of Trustees, except that such assessment(s) shall not be in excess of $500.00 per regular member over each five (5) year period, commencing with the period beginning January 1, 1992, unless the amount of any assessment(s) in excess of such amount over such five (5) year period is approved at an Annual or Special Meeting or by a majority of the regular members of the Club through a mailed ballot.  Dues and assessments, if levied, shall provide for the necessary running expenses of the Club, proper maintenance and improvement of its property, and the building up of reserve funds.  Dues shall be payable by April 1st of each year.  If dues are not paid by May 1st of such year, a penalty (as determined by the Board of Trustees) shall be due, and if dues (and any penalties) are not paid by June 1st of such year, loss of membership will be imposed unless such dismissal is waived by the Executive Committee or the Board of Trustees if the question of such waiver is referred to the Board of Trustees by the Executive Committee. 

 

Assessments and club charges shall be due and payable in such a manner as the Board of Trustees shall determine, and failure to timely pay the same may result in penalties and/or loss of membership as set forth in any resolution of the Board of Trustees levying such an assessment or pertaining to such club charges.  No dues or assessments or initiation fees nor any part thereof shall be refunded in the event that operations are required to be suspended for any period.  A member may withdraw at any time, but there shall be no refund of the current year's dues or any assessments or initiation fees.  All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State and other Governmental bodies and agencies.

 

Section 7.       The Board of Trustees shall cause the books of the Club to be reviewed annually by the accountants selected by the Board of Trustees who shall neither be Trustees nor Officers of the Club and the report of the accountants shall be available to the members at all times.

 

Section 8.        

(a) The Board of Trustees shall meet at least twice a year and at such other

times and intervals as they may deem necessary.  Except in case of an emergency, the President shall cause that notice of such meetings shall be given by either mail or telephone at least seven (7) days in advance of a scheduled meeting.  The Board of Trustees shall hold its first meeting following the Annual Meeting of the members in each year as promptly as practicable.

 

(b) The following numbers of members of the Board shall constitute a

quorum: five (5) if the Board shall consist of nine (9) members; six (6) if the Board shall consist of ten (10) or eleven (11) members; seven (7) if the Board shall consist of twelve (12) or thirteen (13) members; and eight (8) if the Board shall consist of fourteen (14) or fifteen (15) members.

 

(c) Votes of the Board of Trustees may be taken by mail or telephone (i) in

the event of an emergency or (ii) if a quorum cannot be assembled for a meeting or (iii) if these By-Laws require a vote of all of the members of the Board of Trustees and all of the members cannot be assembled in person or (iv) if specific provisions for such a vote are set forth in these By-Laws.  A written report of any such votes shall be delivered to the Secretary.

 

Section 9.       In the event of a question before the Board of Trustees results in a tie vote which cannot be resolved, the question shall then be deemed to have not been passed.  Nothing herein shall preclude such a question from being brought before the Board of Trustees at a subsequent meeting.

 

Section 10.    No person who has served as a member of the Board of Trustees for six

(6) consecutive years, whether or not such term began before the date of enactment of these ByLaws, shall be eligible for election to the Board until at least one (1) year following the expiration of the last year of such Trustee's last term; provided, that a trustee elected or reelected to the office of President of the Club may serve an additional year as trustee, but in no event may such person serve more than seven (7) consecutive years as a trustee.

 

Section 11.     A member of the Board of Trustees who is absent without good cause from three (3) consecutive meetings of the Board of Trustees shall be deemed to have resigned from the Board.

 

Section 12. The Executive Committee of the Board of Trustees shall consist of the

President, the First Vice-President, the Second Vice-President and two Trustees appointed by the President.  A report of any actions taken by the Executive Committee shall be forwarded to the Secretary.

 

Section 13.     An Officer or member of the Board of Trustees who has acted improperly or whose actions are deemed to be detrimental to the best interests of the Club may be removed by a vote of two-thirds (2/3) of all of the members of Board of Trustees.

 

ARTICLE IV

 

OFFICERS

Section 1.    The Officers of the Club, who must also be members of the Board of

Trustees, shall be a President, a First Vice-President, a Second Vice-President, a Secretary, a Treasurer and such other officers as the Board of Trustees may vote to establish.  These Officers shall be elected annually for a one (1) year term at the Annual Meeting by a majority of the membership voting and shall hold office until the new Officers are elected at the next Annual Meeting.  No Officer shall serve more than three (3) consecutive years in the same office, except that an Officer may serve for four (4) consecutive years in the same office with the consent of the Board of Trustees so long as such additional year is in accordance with the provisions of Article III, Section 10.

 

Section 2.       The President shall preside at the meetings of the Club and of the Board of Trustees.  The President shall be the administrative officer of the Club and shall, subject to the provisions of these By-Laws, appoint all Standing Committees (except for the Executive Committee which shall be appointed as set forth in Article III, Section 12, and the Nominating Committee which shall be appointed as set forth in Article VII, Section 1), designating the chair thereof, and all Special and Ad Hoc Committees as may be directed.  The President shall be, exofficio, a member of all Committees except the Nominating Committee, and may, as to any Committee, delegate such ex-officio membership to the First Vice-President or the Second Vice-President.

 

Section 3.       The First Vice-President in the absence or disability of the president, shall act in the President's stead.

 

Section 4.       The Second Vice-President in the absence or disability of the President and First Vice-President shall act in the President's stead.

 

Section 5.       The Secretary shall send out the notices of the meeting of the Club and of the Board of Trustees; keep the minutes and attend to the correspondence pertaining to the Secretary's office as may be asked of him or her by the Board of Trustees; and issue, record, transfer, redeem and cancel in the Club's books, any Certificate of Ownership or Certificate of Membership in accordance with Article IX of these By-Laws.  The Secretary shall file duplicate copies of all minutes, committee reports and correspondence in such place as shall be designated by the Board of Trustees as the permanent record place for Club matters.

 

Section 6.       The Treasurer shall attend to (or cause to be attended to) keeping the accounts of the Club, collecting its revenues, and paying its bills in a manner consistent with these By-Laws.  The Treasurer shall deposit or cause to be deposited funds of the Club in such depository as may be authorized by the Board and shall perform such other duties pertaining to his or her office as may be asked of the Treasurer by the Board of Trustees.  The Treasurer shall make monthly reports to the President during the time the Club is open and three (3) reports to both the Board of Trustees and to the Chairman of the Finance Committee (to be given in the month prior to the opening of the Club; the week prior to the Annual Meeting for presentation at such meeting; and each January reflecting the financial status of the Club as of December 31 of the prior year).  The Treasurer and the Club's bookkeeper shall be bonded at the expense of the Club.

 

Section 7.       Any Officer who shall cease to hold active membership in the Club shall automatically cease to be an Officer.

 

Section 8.       Unless otherwise provided in this Article, if an Officer ceases to serve as such, the unexpired term of office shall be filled by appointment by the Executive Committee, with the approval of a majority of the Board of Trustees, who may be polled by telephone if necessary.

 

Section 9.       No person who has served as an Officer for three (3) or four (4) consecutive years, as set forth in Article IV, Section 1, shall be eligible for election as an Officer until at least one year following the expiration of the last year of such Officer's term of office, except that a person who has served any number of successive years as an Officer prior to the date of enactment of these By-Laws shall be eligible for re-election as an Officer for up to two (2) years from the date of such enactment provided such re-election is consistent with the other terms and conditions of these By-Laws.

Section 10.     A vacancy in the offices of Second Vice President, Secretary or Treasurer shall be filled until the next Annual Meeting by appointment by the Board of Trustees, whose members may be polled by telephone, if necessary.

ARTICLE V

 

MEMBERS

Section 1.       Membership:

(a) The membership of the Club shall consist of not more than two hundred

and ninety (290) regular members (except as set forth to the contrary in Article V, Section 2(b), unless an increase is approved by two-thirds (2/3) vote by all of the members of the Board of Trustees, and such number of associate members and such other class or classes of members as the Board of Trustees may from time to time authorize.  For purposes of these By-Laws, (i) a regular member shall be a member in good standing holding, whether in person or on the books of the Club, a Certificate of Membership and (ii) an associate member shall be a person under the age of thirty (30) (or such other age as may be determined by the Board of Trustees) and (A) who is a lineal descendent (and any spouse of such lineal descendent) of a regular member or (B) a person (other than a paid employee) residing in the Cape May area residence of a regular member.  An associate member who attains the age of twenty-one (21) may, but is not required to, apply to the Membership Committee for regular membership.  An associate member who attains the age of thirty (30) (or such other age as may be determined by the Board of Trustees for associate members) is required to apply to the Membership Committee for regular membership in order to remain a member of the Club.  A husband and wife must each be regular members unless, in a particular instance, such requirement is waived by the Board of Trustees.  Each regular member shall have one vote on all questions put, or required to be put to the membership, at any Annual or Special Meeting of the Club, or otherwise.  Associate members shall have no vote.  The dues of regular members and the dues of associate members, and other charges or assessments payable by them, shall be as from time to time prescribed by the Board of Trustees.

 

(b) In the event of the death of a regular member(s) in good standing having

any lineal descendants, by birth or adoption, who are associate members in good standing of the deceased regular member, such an associate member may remain as an associate member so long as the applicable dues and any club charges of such associate member are paid annually and in a timely manner and until such time as the associate member is required to apply for regular membership as set forth in Section 2(b) of this Article 5.

 

(c) Any member of the Club may withdraw at any time and there shall be no

refund of the current year's dues or assessments or initiation fees.

 

(d) The Club assumes no responsibility, and members of any class or their

guests can have no claim against the Club, for any accident or injury to any person or their property.

 

Section 2.       New Membership Procedures:

(a) Every candidate for membership in the Club must be initially proposed in

writing to the Chair of the Membership Committee by one proposer and one seconder, who shall complete such forms, or cause the proposed member to complete such forms, as the Membership Committee may require.  Such initial proposals shall be made to the Membership Committee which shall keep a confidential record of the receipt and disposition by it of all such proposals received.  Upon notice from the Chair of the Membership Committee to the proposer of the candidate that the Membership Committee is preparing to consider the applicant, the names of such candidates and the proposer and seconder shall be posted on the bulletin board of the Club House for a period of a period who encompasses two consecutive Saturdays and Sundays, during which time regular members may forward any written and signed comments to the Membership Committee.  When the Club is not open, the membership of the Club may be advised by mail of the names of prospective candidates for membership; in the event such candidates are posted by mail, a period of three (3) weeks shall be allowed from the date of mailing for comments to be received by the Membership Committee.  Upon the expiration of such period, the proposer shall supply an updated application for membership and such additional letters of reference from members, addressed and sent directly to the Chair of the Membership Committee, as may be required by the Membership Committee.  Each of an applicant's proposer, seconder, and additional referring members shall (i) have been a member in good standing for at least two (2) years; (ii) have known the candidate for a minimum of one (1) year; (iii) reside in different households; (iv) not be a member of the Membership Committee; and (v) may not be related by blood or marriage to each other or to the applicant.  A member may not propose or second more than one applicant over any two (2) year period.  The proposer must present his or per candidate to the Membership Committee at a scheduled meeting of the Committee held for that purpose.  The meeting will not be scheduled until all required procedures have been followed and all necessary letters have been received.  The proposer of a former member or an associate member who is applying for regular membership shall follow the same procedure as in the proposal of a new candidate, except that the Membership Committee shall have the right to reduce the number of or waive the requirement for supporting letters.  Members of the Membership Committee may not give information about the status of a candidate, except to state whether or not the candidate needs additional letters and, if so, how many.  Under no circumstances may they reply to inquiries as to who has, or has not, written letters of endorsement.  A candidate whose application has been pending for more than two (2) years will be dropped automatically from the waiting list, and the proposer shall be so informed in writing by the Chair of the Membership Committee.  Any such candidate may be reproposed without prejudice provided the candidate is sponsored by a new proposer and a new seconder and has new letters of endorsement.  In the event that the Membership Committee acts favorably upon a candidate's application for membership by unanimous vote, his or her name shall be submitted to the secretary and he or she shall automatically become a member of the Club upon the payment of such initiation fees and dues or current assessments as shall be required by the Board of Trustees and shall be issued a Certificate of Membership.  In the event that the Membership Committee acts unfavorably upon a candidate, or if any written objection has been received by the Membership Committee concerning any candidate that the Membership Committee has approved, the proposer and the seconder shall immediately be so informed by the Membership Committee.  Should the proposer withdraw the name of the candidate, this fact shall be recorded by the Membership Committee and no further action need be taken.  Should the proposer and seconder decide not to withdraw the candidate's name, then the matter shall immediately be referred by the proposer, in writing, to the Board of Trustees.  If by a two-thirds (2/3) vote of all of the members of the Board, the Board decides that the objections do not have sufficient merit, membership shall be granted to the candidate.  If the Board fails to produce such two-thirds (2/3) vote, then the candidate's proposer shall be informed of the Board's adverse action and no further action need be taken.

 

(b) If the membership is filled, candidates will be placed on the waiting list

until such time as there is a vacancy.  At the discretion of the Membership Committee, past regular members who have resigned in good standing and have re-applied for membership may be placed at the head of the waiting list in order of date of their application.  Such reapplying members shall follow all regular membership procedures, except that the reapplying member may exercise the option to either pay all dues and any assessments which would have been payable from the date of resignation to the date of re-admission or pay the applicable initiation fee.  Current associate members in good standing who are applying for regular membership shall follow all regular membership procedures, including the payment of the applicable initiation fee (except as set forth to the contrary in Article IX), except they shall not be required to wait until an opening for membership has occurred for their application to be considered.

 

Section 3.       In the case of conduct of any regular or associate member deemed by the Board of Trustees to be detrimental to the best interests of the Club, any such member may be admonished by the Board by written notice directed to such member; or, after a hearing before the Board of Trustees, of which the member be given two (2) weeks written notice, may be suspended or expelled from membership by a vote of two-thirds (2/3) of all of the members of the Board.

ARTICLE VI

 

MEMBERSHIP MEETINGS 

Section 1.       Annual Meetings

(a) The Annual Meeting of the Club shall be held on the last Saturday of the

month of August in each year, at such place and time as the Board of Trustees determine.

 

(b) The Annual Meeting shall be for the purpose of electing Trustees and Officers, presenting Committee reports, and for the transaction of such other business as may be indicated in the notice or may properly be brought before it.

 

(c) If there are no nominees for any office to be filled other than those

proposed by the Nominating Committee, the Secretary, at the Annual Meeting, shall cast one ballot for the nominees proposed by the Nominating Committee, and such nominees shall be declared elected to the offices for which they are proposed.

 

(d) If there are nominees for any office proposed in conformity with these By-

laws, other that those proposed by the Nominating Committee, voting for Officers and members of the Board of Trustees shall be by closed, printed ballot.  The Secretary shall prepare ballots showing the names of the nominees for each office, indicating present incumbents, as submitted by the Nominating Committee and any names nominated by petition, who shall be designated as such, and each ballot shall have ample space provided for writing in the names of any other candidates for whom a member may wish to vote.  Ballots shall be mailed to all members qualified to vote not later than ten (10) days prior to the date of the Annual Meeting of the Club.  The Secretary shall include with the ballot a numbered envelope which must be used by the member to include the ballot as voted, be sealed and included in the envelope addressed to the Secretary. Ballots may be returned to the Secretary at any time prior to the election or given to an Officer at the Club or the Club receptionist.  At or prior to the election, the Secretary shall register all ballots received and, at the election, shall hand to the tellers of election, all of the ballots which have been returned prior to the Annual Meeting.

 

Section 2.       Special Meetings

(a) Special Meetings of the Club may be called by the Board of Trustees.  Also, upon the written request of fifty (50) members to the Secretary stating the purpose therefore, a Special Meeting shall then be called by the Secretary within thirty (30) days.

 

(b) Special Meetings of the Club may be held on ten (10) days' notice by mail

to all members.  The notice shall state the purposes for which the Special Meeting is called and no other business shall be transacted thereat.

              

Section 3.       Quorum

Fifty (50) regular members shall constitute a quorum at any Annual or Special Meeting.  For purposes of a quorum or a vote of a regular member, as set forth in Article V, Section 1(a), a signed proxy maybe given by a regular member absent from any Annual or Special Meeting to a regular member in attendance at the meeting.  The proxy shall be delivered to the Secretary prior to the commencement of the meeting or at the call of the President.  The validity of any proxy questioned shall be determined by any two of the following: an Officer or Officers and/or a member or members of the Legal Committee.

 

ARTICLE VII

 

NOMINATIONS

Section 1.       The Executive Committee shall appoint a Nominating Committee consisting of not less than three (3) nor more than five (5) members of the Club.  If the Nominating Committee consists of three (3) members, one (1) member shall be neither a current Officer nor Trustee.  If the Nominating Committee consists of four (4) or five (5) members, two (2) members shall be neither a current Officer or Trustee.  The President shall appoint the chair of the Nominating Committee from those members appointed by the Executive Committee.  The duty of the Nominating Committee shall be to nominate members of the Board of Trustees and Officers as necessary except as set forth to the contrary in Article III, Section 3 and Article IV, Section 8.  The Nominating Committee shall submit its nominations for Trustees and Officers to the Secretary not later than the last Saturday of the month of July in each year.  The Secretary shall promptly post such nominations on the official Club bulletin board.

 

Section 2.       Nominations for Trustees and/or Officers may be made by petition signed by not less than fifty (50) regular members of the Club and submitted to the Secretary not later than 5:00 p.m. on the tenth day after the last Saturday of the month of July in each year.

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ARTICLE VIII

 

COMMITTEES 

Section 1.       Standing Committees

(a) The Standing Committees shall be Executive; Finance; House; Buildings

and Grounds; Membership; Long Range Planning; Legal; Insurance; and Nominating.  Other Committees as may be deemed necessary and proper by the Board of Trustees may also be appointed.  All Standing Committees shall give written reports to the Board of Trustees at least twice a year, one of which shall be given at least one week prior to the Annual Meeting.

(i) The Executive Committee, which shall be appointed

pursuant to Article III, Section 12, shall have the duties set forth in these By-Laws.

 

(ii) The Finance Committee, one member of which shall be the Treasurer, shall monitor the financial positions and needs of the Club and present an annual budget and budgetary recommendations to the Board of Trustees.

 

(iii) The House Committee shall enforce the House Rules and

shall establish access rules and procedures for the entrance gatehouse and monitor the same.  Any request for exceptions to the House Rules shall be directed to the House Committee, which shall recommend to the Board of Trustees the action to be taken with respect to such request. 

 

Agreement or denial of the request shall be made by the Board of Trustees.  Consistent with the approved budget of the Club and Article III, Section 4(a) of these By-Laws, the House Committee shall be responsible for the hiring of the staff of the Club, and for the dismissal of any employee.  Such hiring and/or dismissal shall be subject, in advance, to the approval of the President.  Any member who wishes to comment on a Club employee or staff member or the services provided by the Club shall give such comments to a member of the House Committee, who, in the event of a comment on an employee or staff member, shall immediately forward the comment and the name of the member so commenting to a member of the Executive Committee.  The Executive Committee shall then take such action as it deems necessary and proper with respect to such comment.

 

(iv) The Buildings and Grounds Committee shall be responsible

for overseeing the maintenance of the Club House and Club facilities and equipment and shall recommend to the Long Range Planning and Finance Committees and the Board of Trustees any items which need repair or replacement or any additional facilities or equipment which should be purchased, together with written estimates of the cost thereof.

 

(v) The Long Range Planning Committee shall, in coordination

with the Finance and the Buildings and Grounds Committees, recommend to the Board of Trustees the projected needs and replacement and development of the Club on both a five (5) and ten (10) year projection basis.

 

(vi) The Legal Committee shall supervise any legal matters

which affect the Club and may recommend to the Board of Trustees the retention of outside counsel.

 

(vii) The Insurance Committee shall recommend annually to the Board of Trustees the amounts and types of insurance to be purchased by the Club; purchase the same subject to the Board's approval; pursue all claims and report projected coverage expenditures to the Finance and Long Range Planning Committees.

 

(viii) The Nominating Committee shall have the duties set forth

in these By-Laws.

 

(ix) The Membership Committee shall carry out the duties

given it in Article V of these By-Laws.  The Committee shall also recommend to the Board of Trustees any changes in membership policy to be adopted and, in consultation with the President, resolve any inquiries of members with respect to their membership or its status except for questions with respect to Article IX of these By-Laws, which shall be resolved in accordance with Article X, Section 2.

 

(b) Except as specifically set forth to the contrary in these By-Laws with

respect to the Executive Committee and the Nominating Committee, the duties and powers assigned in these By-Laws to the Standing Committees shall be subject to the authority of the Board of Trustees.  All Committees and, or the chairs thereof shall take no action without first obtaining the approval of the President, who shall, consistent with these By-Laws, determine whether or not such proposed action requires the consent of the Board of Trustees.

 

Section 2.       Special or Ad Hoc Committees

The Board of Trustees may appoint any Special or Ad Hoc Committees as it may deem necessary and proper.  All Special and Ad Hoc Committees shall give written reports to the Board of Trustees at least two (2) times a year, one of which shall be given at least one (1) week prior to the Annual Meeting.

 

ARTICLE IX

 

CERTIFICATES OF MEMBERSHIP AND CERTIFICATES OF OWNERSHIP

Section 1.       Certificates of Membership

(a) Each regular member of the Club shall hold a Certificate of Membership. Each Certificate shall contain a statement on its face to the effect that such Certificate is subject to these By-Laws and that the holder thereof assents expressly thereto.

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(b) Either at the time a person becomes a regular member of the Club

pursuant to Article V, Section 2 of these By-Laws or if the person has been a continuous, regular member in good standing the Club prior to the date of adoption of these By-Laws and has not been issued a Certificate of Membership, there shall be issued in the name of such person a Certificate of Membership, which Certificate shall be retained by the Club for the account of such person, and a copy of which shall be mailed to the member.  A Certificate of Membership shall entitle the holder thereof (i) to vote as a regular member of the Club, and (ii) at such time the Club shall be liquidated, to one share of the distribution of the net assets of the Club available at such time for distribution.  Certificates of Membership issued after the date of adoption of these By-Laws pursuant to Section 1 or Section 2(a) of this Article IX, whether or not the member was a member in good standing prior to such date of such issuance, are not transferable, and shall be cancelled on the books of the Club at such time as the holder thereof ceases to be a regular member in good standing of the Club.

 

Section 2.       Special Provisions Governing Certificates of Membership Issued Prior to the Date of Adoption of These By-Laws

 

(a) Certificates of Membership issued prior to the date of adoption of these By-Laws shall continue to be valid and shall entitle the holder thereof at such time the Club shall be liquidated to one share of the distribution of the net assets of the Club available at such time for distribution, provided the holder thereof is in good standing at the time of liquidation and the Certificate has not been terminated pursuant to Section 3.  In the case of a husband and wife who are members in good standing and the original Certificate of Membership was issued in either only the name of one spouse or in the name of both husband and wife, there shall be issued an additional Certificate of Membership to the other or designated spouse, as the case may be, in accordance with and subject to the provisions of Section 1 of this Article IX.  Such additional Certificate shall not carry any additional rights as hereinbelow set forth in this Section 2.  If the original certificate was issued in the name of a deceased spouse, it shall be deemed to have been issued in the name of the surviving spouse provided the surviving spouse has remained a continuous member in good standing since the date of issuance.

 

(b) Certificates of Membership issued prior to the date of the adoption of

these By-Laws, and held by a member who has been in continuous good standing since the issuance of such Certificate, may be transferred by the holder thereof to a lineal descendant (whether natural or adopted) of such holder provided that the original holder remains a member in good standing until the date of death of such holder or the date of such transfer. 

Notwithstanding the provisions of Article V(2) (b), a transferee of a Certificate of Membership may, upon acceptance of the transferee as a regular member of the Club pursuant to Article V of these By-Laws, tender such Certificate to the Club, and the Club shall accept such Certificate, in full satisfaction of such transferee's obligation to pay the transferee's initiation fee.  Upon such tender to the Club, the Certificate shall be cancelled or the Club's books and the transferee shall be issued a Certificate of Membership in accordance with Article IX, Section 1.  Other than provided in this subsection 2(b), Certificates of Membership shall not be transferable.

 

Section 3.       Surrender of Certificates

A Certificate of Membership of a member who shall have ceased to be a member in good standing of the Club, as determined by the Board of Trustees, shall be cancelled of record on the Club's books and shall be null and void and the holder of any such Certificate shall not be entitled to further privileges or compensation with respect thereto.

              

Section 4.       Certificates of Ownership

(a) The Club shall not issue Certificates of Ownership after the date of

adoption of these By-Laws.

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(b) Certificates of Ownership (also known as Certificates of Special Membership) issued prior to the date of adoption of these By-Laws shall continue to be valid as set forth in this Section 4, whether or not the holder thereof is a member in good standing, and shall be governed by the provisions of these By-Laws.

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(c) Each Certificate of Ownership shall entitle the holder thereof to at such

time as the Club may be liquidated to one share in the distribution of the net assets of the Club available at such time for distribution.

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(d) Certificates of Ownership may be transferred by the holders thereof to a

spouse or a lineal descendant (whether natural or adopted) of such holder and a spouse or transferee may transfer such Certificate to a lineal descendant (whether natural or adopted).   Notwithstanding the provisions of Article V(2) (b), such a transferee of a Certificate of

Ownership may, upon acceptance of the transferee as a regular member of the Club pursuant to Article V of these By-Laws, tender such Certificate to the Club, and the Club shall accept such Certificate, in full satisfaction of such transferee's obligation to pay the transferee's initiation fee.  Upon such tender to the Club, the Certificate of Ownership may not be further transferred and shall be cancelled on the Club's books and the transferee shall be issued a Certificate of Membership in accordance with Article IX, Section 1.  Other than provided in this subsection 3(d), Certificates of Ownership shall not be transferable.

 

(e) The holder of a Certificate of Ownership shall not be entitled to any privileges or compensation with respect thereto except as so forth herein.

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ARTICLE X

 

MISCELLANEOUS

 

Section 1.        

(a) Each person who acts as a Trustee or Officer of the Club shall be

indemnified by the Club against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of his or her being or having been a Trustee or Officer of the Club, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct, or except with respect to any sum paid by the Club in settlement of an action, suit or proceeding based on gross negligence or willful misconduct in the performance of his or her duties.

 

(b) The right of indemnification provided herein shall inure to each Trustee

and Officer referred to in (a) above, whether or not he or she is such Trustee or Officer at the time such costs or expenses are imposed or incurred, and in the event of his or her death shall extend to his or her legal representatives.

 

Section 2.       Any questions as to the meaning or proper interpretation of any of the provisions of these By-Laws, including, without limitation, any questions with respect to interpretation and application of the provisions of Article IX of these By-Laws, shall be determined by the Legal Committee.

 

Section 3.       These By-Laws may be amended by a two- thirds (2/3) vote of the members present in person at any Annual or Special Meeting of the Club provided at least ten (10) days' notice of such amendment by mail shall be given to each such member.

 

Section 4.       Other than in the event of the dissolution of the Club as a result of governmental action, a two-thirds (2/3) vote of all of the members of the Board of Trustees plus a three quarters (3/4) vote of all of the regular members of the Club shall be required to effectuate a dissolution or permanent termination of the Club and its activities.

 

Section 5.       Upon adoption of these Amended and Restated By-Laws, any and all previous By-Laws of the Club, as the same may have been amended from time-to-time, shall be deemed null and void and shall be replaced, in their entirety, by these Amended and Restated By-Laws.

 

Dated: July 5,1992 

Amended:  June 19, 1993 

Amended:  August, 1995

Amended:  August 24, 2003

Amended:  August 25, 2012