18 Drift Road
Watchung, NJ 07069
|Hours of Operation:
Brook Hill Swim and Tennis Club will not be opening for the Summer of 2019.
AMENDED AND RESTATED BY-LAWS OF
BROOK HILL INCORPORATED,
a New Jersey nonprofit corporation
Name and Location
The name of the Club operated by the corporation shall be "Brook Hill Swim & Tennis Club," or such other name containing the words "Brook Hill" as may be adopted by the Board of Trustees. The Board of Trustees may also change the name of the corporation, subject to any applicable requirements of The New Jersey Nonprofit Corporation Act or any successor statute which is applicable to the corporation (the "Act”). The Club is located in Watchung, New Jersey and shall have such post office and/or e-mail addressees) for the purpose of receiving mail as shall be approved by the Board of Trustees, which may, within its discretion, change such address(es) from time to time.
The purpose for which the Club is formed is to construct, own, operate, maintain, repair, improve and replace, from time to time as needed in the discretion of the Board of Trustees, one or more swimming pools, tennis courts and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in Watchung Borough, Somerset County, New Jersey for the exclusive use of the Active Members of the Club and their families and invitees, and other persons authorized by the Board of Trustees to use Club facilities or portions thereof.
Section 1. The Club shall be governed by a Board of Trustees consisting of between nine (9) and twelve (12) members in number. The number of Trustees may be increased or decreased from time to time by an amendment of these By-Laws, but the number of Trustees shall never be less than three (3). Trustees shall be at least twenty-one (21) years of age.
Section 2. At each Annual Meeting of Active Members of the Club, one-third (1/3) of the Trustees shall be elected by majority vote of the Active Members constituting a quorum at such Annual Meeting, to serve for a term of Three (3) years and until their successors shall have been chosen, whichever later occurs. In addition, such other Trustees as are required to fill vacancies, however caused, shall also be so elected at such Annual Meeting. Until such election, a majority of the remaining Trustees may, by affirmative vote, appoint temporary Trustees to fill any vacancies. Any Trustee position not filled at the Annual Meeting may be filled by the affirmative vote of a majority of the remaining Trustees, even though less than a quorum of the Board, or by a sole remaining Trustee. Each Trustee shall hold office for the term for which the Trustee is elected or appointed and until a successor is elected or (in the case of vacancy, however caused) appointed.
Section 3. Any member of the Board of Trustees who shall cease to hold Active Membership in the Club automatically shall cease to be a member of the Board of Trustees.
Section 4. The corporation shall operate on a calendar year basis or on such other fiscal year basis as the Board of Trustees shall designate.
Board of Trustees
Section 1. Consistent with these By-Laws and the Act, the Board of Trustees shall have the following powers:
a. Financial Powers - The Board of Trustees shall have all powers lawfully permitted to be exercised by the Board of Trustees of a nonprofit corporation in the State of New Jersey, including without limitation, the power to sell, lease, license, mortgage and grant easements and other rights in and to the real and personal property of the Club, all for such consideration and upon such terms and conditions as the Board of Trustees shall deem appropriate, the power to authorize the making in the name of the corporation of all contracts, promissory notes, deeds of conveyance, bonds, mortgages, leases, licenses, easements, releases and other instruments and agreements affecting property of the Club, and to borrow money in the name of the corporation and on behalf of the Club, and, as security for the repayment thereof, effectually to mortgage or pledge the property of the Club.
b. General Powers - The Board of Trustees shall elect all Members; direct the general management of the affairs of the Club; engage employees, contractors and vendors on such terms as it deems appropriate; control its funds and finances; fix and alter Bonds, dues, fees and other charges on an annual seasonal or other basis for all privileges that may be inaugurated; set the total number of Members entitled to enjoy such privileges on an annual basis, designate the duties to be performed by its officers and all standing committees; make all necessary Rules and Regulations for the use and care of the grounds and property of the Club and abrogate, supplement, or amend such Rules and Regulations from time to time.
c. Other Powers - It may appoint and remove such officers, agents, contractors or employees as it may deem necessary and may fix their duties and compensations. It may fix, impose and remit penalties for violations of these By-Laws and the Rules and Regulations of the Club.
It may elect from the Board of Trustees the President and such other officers of the Club as these By-Laws direct. If necessary, it may create the offices of Assistant Secretary and/or Assistant Treasurer and appoint one or more persons, who need not be members of the Board of Trustees or Members of the Club, to such offices. It may constitute committees, confirm appointments to such committees, and define the powers and duties of the same. It may fill any vacancy in the membership of the Board of Trustees. Such appointment shall terminate at the next Annual Meeting of Active Members, subject to Article 3 above.
Section 2. 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. The Board of Trustees may require that at least two officers sign checks, drafts or other instruments draw on any accounts of the Club. Unless otherwise determined by the Board of Trustees, any officer holding this authority shall not be required to be bonded. All receipts of the Club shall be deposited in such accounts as the Board of Trustees shall authorize the Treasurer or Assistant Treasurer to establish.
Section 3. The Board of Trustees may require the books of the Club to be audited from time to time. The auditors shall neither be Trustees, nor officers of the Club, and the report of the auditors shall be available to all Active Members upon request.
Section 4. The Board of Trustees shall generally meet once a month during the months of March, April, May, June, July, August and September and at such other times and intervals as it may deem necessary.
Section 5. A majority of the Board shall constitute a quorum.
Section 6. Any member of the Board of Trustees may be removed from office at any time by a majority vote of the total Active Memberships. Any Active Member may vote in person or may be represented by written proxy at either an Annual Meeting or a Special at Meeting called in accordance with these By-Laws.
Section 7. In the event a question before the Board of Trustees results in a tie vote which cannot be resolved, the question shall be resolved by the vote cast by the President.
Section 8. No full-time employee of the Club is eligible to be a member of the Board of Trustees.
Section 1. The officers of the Club shall be a President, one or more Vice Presidents, a Secretary, a Treasurer and, if deemed necessary by The Board of Trustees, an Assistant Secretary, and an Assistant Treasurer. The President, Vice President(s), Secretary and Treasurer, and any Assistant Secretary or Assistant Treasurer, shall be elected annually by a majority of the Board of Trustees from among its members, shall serve without compensation, and shall hold office until the end of the first meeting of the Board of Trustees following the Annual Meeting of the corporation.
Section 2. The President shall preside as Chairman at the meetings of the Club and of the Board of Trustees. He shall be the administrator of the Club. He shall appoint, subject to confirmation of the Board of Trustees, the chairpersons of all standing committees and all special committees as may be directed. He shall be, ex-officio, a member of all committees
Section 3. The Vice President(s) shall, in the absence or disability of the President, act in his stead. Special Vice President(s) may be appointed by the President to act under the direction of the President and attend to the business and financial operations of the Club and the operation and maintenance of the physical plant and properties of the Club.
Section 4. The Secretary shall send out the notices of the meetings of the Club and of the Board of Trustees, keep the minutes, and attend to the correspondence pertaining to his office. He shall perform such other duties pertaining to his office as may be asked of him by the Board of Trustees.
Section 5. The Treasurer shall attend to keeping the accounts of the Club, collecting its revenues, and paying its debts as approved by the Board of Trustees or other agents authorized by the Board to incur debts on behalf of them. He shall deposit funds of the Club received by him in the name of the Club, in such depository as may be authorized by the Board. He shall prepare the annual budget for submission to and approval by the Board of Trustees, and such interim budgets as the Board may request. He shall perform such other duties pertaining to his office as may be asked of him by the Board. He shall be bonded as it is deemed necessary by the Board of Trustees.
Section 1. Memberships in the Club shall consist of Active Memberships and, at the discretion of the Board of Trustees, Inactive Memberships. Active Memberships and Active Members consist of Members whose dues and other charges are current and paid in full. Inactive Memberships and Inactive Members consist of Members who were previously Active Members but who are currently on leave of absence status. The Board may eliminate Inactive Memberships at any time and require all Members to be Active Members or to resign from the Club.
Section 2. An Active Membership shall consist of any Bond holder and his or her husband or wife (or other domestic partner), together with all dependents of such persons who reside in their household (subject to absences due to college attendance, military service or other similar causes) and are unmarried and under 24 years of age. Other persons in the household of an Active Member may become Associate Members at the discretion of the Board of Trustees under such terms and conditions as the Board deems appropriate.
a. The Board of Trustees shall elect one of its members Chairman of Membership for the ensuing year. It shall be the duty of this Chairman to consider applications for membership in the Club and to recommend to the Board suitable applicants. No predetermined preference shall be given to any candidate.
b. The Board of Trustees shall vote upon the admission to the Club of each applicant recommended by the Chairman of Membership at its first meeting after receiving such recommendation, and shall confer membership only upon those applicants who shall be approved by two-thirds (2/3) of the members of the Board who are present. The vote of the Board may be by secret ballot at the discretion of the Board.
Section 4. Subject to the provisions of Article 7, any Member of the Club may resign from the Club at any time by written notice to the Board of Trustees directed by regular mail to the post office address of the Club described in Article 1. There shall be no refund of the current year's dues. Members who fail to submit to the Board of Trustees by regular mail their written notice of resignation, or to request by written notice to the Board (subject to approval of the Board) to be placed on Inactive Membership status, on or before the date that the annual dues shall be payable as determined by the Board of Trustees pursuant to Article 7, Section 1, shall be liable for the payment in full of the annual dues for the ensuing year. Such liability shall be an indebtedness owed to the Club and a lien against such Member's Bond which may be enforced in accordance with Article 7.
a. Any Membership in the Club may, for cause and after having been given an opportunity for a hearing, be suspended for a period of not exceeding three (3) months by a two-thirds (2/3) vote of the members of the Board of Trustees present at any meeting thereof, or be expel1ed by a three-fourths (3/4) vote of the total membership of the Board. Grounds for suspension or expulsion shall include, but not be limited to, violation of these By-Laws or of the Rules and Regulations of the Club, or unbecoming conduct. In such case, there shall be no refund of the current year's dues.
b. The Board of Trustees may delegate to the Chairman of Pool and Grounds, or to a responsible employee of the Club or any management company retained by the Club the power to suspend Club privileges for violation of Club Rules and Regulations, provided such suspension does not exceed seven (7) days. A written report of such suspension, detailing the reasons therefore, shall be submitted to the President within forty-eight (48) hours.
a. All Active Members of the Club shall be entitled to use the facilities of the Club subject to the Club Rules and Regulations then in force. Such Rules and Regulations shall be posted at all times in a prominent place on Club property. Inactive Members shall not be entitled to use Club facilities unless and until they are reinstated to Active Membership status.
b. An identification card or badge may be issued by the Treasurer to every Active Member upon the payment of dues. The Board may implement such other or additional systems and procedures as it deems appropriate to prevent the use of the Club facilities by unauthorized persons.
c. The Board of Trustees at its discretion may extend the privileges of the Club to any person or persons upon such terms and conditions as the Board deems appropriate.
d. The Board of Trustees shall adopt Rules and Regulations to fix the terms and conditions upon which guests of Active Members may use the facilities of the Club and shall have the right to abrogate, supplement and amend such Rules and Regulations from time to time. Such terms and conditions may include, inter alia, the payment by Active Members of guest fees and limitations on the number of visits to the Club per guest.
e. Any property of the Club which is broken, damaged or (without authorization) removed by any Member, or his guest, shall be promptly paid for or restored by such Member. Such liability shall be an indebtedness owed to the Club and a lien against the Member’s Bond which may be enforced in accordance with Artic1e 7.
f. The Club assumes no responsibility for the loss of or damage to the property of any Member or guest
g. The Club assumes no responsibility for any accident or injury to any person or his property, no matter how or by whom caused.
Section 7. The number of Memberships of the Club, including both Active Memberships and Inactive Memberships, shall not exceed 350. The Board of Trustees may limit the number of Memberships to less than the maximum. The Board of Trustees may reduce the number of outstanding Memberships by making Bond refunds from the Club treasury to resigning Members. The Board of Trustees shall determine at the conclusion of each season whether or not the number of Memberships should be increased or decreased by retirement of available Memberships or addition of new Memberships. The Board will take into consideration the capacity of the facilities (e.g. the availability of tennis court time, the level of crowding on holidays and other peak days, etc.) as well as the financial requirements of the Club.
Section 8. The Board of Trustees at its discretion may re-elect a Member who has resigned (subject to the limitations on Membership set forth in Article 6, Section 7 above) without requiring payment of an application and/or initiation fee provided such ex-Member was in good standing at the time of his resignation.
Section 9. Any person seeking Membership in the Club must make a request for Membership application forms. Such request shall be directed to any Trustee and/or to the Chairman of Membership.
Bonds. Dues and Fees
a. The Board of Trustees shall establish annual dues for each year.
b. Annual dues shall be sufficient to provide for the running expenses of the Club and the proper maintenance and improvement of its property. The Board may also establish reserves to provide for anticipated repairs, replacements and upgrades of Club facilities.
c. Dues shall be payable on a date determined by the Board. Notice establishing the dues and fees for the ensuing year and the deadline for payment of same shall be sent to all Members by the Board of Trustees approximately twenty (20) days prior to such deadline. Such notice shall describe any applicable penalties for late payment of dues. Members who fail to submit to the Board of Trustees by regular mail their written notice of resignation from the Club, or to request by written notice sent to the Board by regular mail (subject to approval of the Board) to be placed on Inactive Membership status, on or before the applicable deadline shall be liable for the payment in full of such dues. Such liability shall be an indebtedness owed to the Club and a lien against such Member's Bond which may be enforced as provided below.
d. No dues or part thereof shall be refunded except with the express authorization of the Board. The Board of Trustees may, at its discretion, waive payment of annual dues by a Member for a given year which shall result in such Member becoming an Inactive Member during that year. A leave of absence fee in the annual amount determined by the Board shall be payable by each Inactive Membership.
Section 2. All candidates for Membership in the Club shall be required to pay an application fee and an initiation fee in the amounts prescribed by the Board of Trustees from time to time. This requirement may be set aside or revoked, in whole or in part, by the Board at its discretion.
Section 3. As a condition of Membership, all Members are required to purchase a Bond for a purchase price in the amount prescribed by the Board of Trustees from time to time. The Board of Trustees shall set the amount of the Bonds so that the purchase price of the Bonds offered to incoming Members is sufficient to protect the equity in the Club of each current Member.
a. Bonds may be evidenced by and issued in the form of certificates or, in lieu thereof: as an entry in the official books and records of the Club or by such other means as shall be determined by the Board from time to time, The absence of a certificate or other written instrument shall not affect the validity of any Bond which is otherwise noted in the official books and records of the Club.
b. Bonds shall not be transferable.
c. Except for payment as hereinafter provided, each Bond shall become null and void upon the date that the holder thereof ceases to be a Member for any cause. The time and manner in which the holder shall be paid the value of his Bond, subject to the provisions of Section 7 hereof: shall be determined by the Board of Trustees; provided, however, that each Bond shall be redeemed in the chronological order in which the Memberships terminate, unless the resigning Member replaces his Bond with an incoming Active Membership, in which event the Bond of the resigning Member shall be redeemed promptly after payment is received from such incoming Active Member.
d. The board of Trustees may, when sufficient funds are available, instruct the Treasurer to make Bond refunds to resigning Members in advance of receiving payments from incoming Members.
Section 5. In the event of the dissolution of the Club in any manner or for any cause (and in no other event), upon the effective date of dissolution of the Club, 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 respective purchase prices of the Bonds paid by the Members. Such lien shall be subject to set-off by all debts, dues and obligations owed by the holder of the Bond to the Club. After the payment of all Bonds outstanding upon the effective date of dissolution of the Club, any surplus remaining shall he paid and distributed pro rata among all Members of the Club, whether Active or Inactive.
Section 6. Any Member failing to pay dues (or, in the case of Inactive Memberships, the applicable leave of absence fee) or any other indebtedness owed to the Club by the prescribed date shall be notified by the Treasurer, by certified mail or reputable overnight carrier, that if such dues or fees or other amounts shall not be paid within twenty (20) days, the delinquent Member may be suspended by the Board of Trustees, the delinquent Member's Bond shall be deemed forfeited and the dues, fees or other amounts which are delinquent, together with an administrative fee to the Club to reimburse it for the cost and expense of attempting to recover the delinquency, shall be deemed charged against such Member's Bond, with any Bond surplus to be retained by the Club as and for such administrative fee. Any person thus suspended who does not pay the dues, fees or other charges within such twenty (20) day period shall cease to be a Member of the Club. Any Member thus suspended shall promptly be notified of his suspension in writing by the Secretary, and if his indebtedness shall not have been paid within fifteen (15) days thereafter, he shall cease to be a Member of the Club. The Board of Trustees at its discretion may reinstate any Member (subject to the Membership limitation as set forth in Article 6, Section 7 hereof) upon request and repayment of all indebtedness to the Club.
Section 7. Upon cessation of a Membership for any cause, all indebtedness to the Club by said ex-Member shall be a lien upon and charged against his Bond, and the Bond may be transferred to the Club to satisfy such indebtedness. Whether or not the Club is able to obtain possession of any certificate or other written instrument evidencing the Bond, it may be cancelled on the official books and records of the Club, and a new Bond issued in place thereof to a newly elected Member on payment by him to the Club of the then current purchase price of a Bond as fixed by the Board of Trustees. In case of the enforcement of a lien, as herein provided, neither the signature of the holder of the Bond nor the delivery of the Bond (in the case of Bonds evidenced by certificates or other written instruments) shall be required to perfect the transfer to the Club or to a new holder, and the Treasurer of the Club is hereby authorized, as the attorney-in-fact of the holder of such Bond, to make such transfer. Every Bond issued is expressly subject to the provisions of this Section.
Section 8. Members shall be responsible for the payment of all charges and liabilities that may be imposed upon or incurred by them or the members of their household to whom the privileges of the Club shall have been extended, and for all charges and liabilities imposed upon or incurred by guests brought by them to the Club.
Section 9. All dues, fees and other charges mentioned herein are exclusive of such taxes as may be imposed by the Federal, State and other governmental bodies and agencies.
Section 10. The Board, in its discretion, may waive or reduce any dues, fees or other charges otherwise payable hereunder in exchange for services provided by Members (including members of the Board of Trustees) to the Club to the extent of the reasonable value of such services, as determined by the Board in its discretion.
a. The Annual Meeting of the Club shall be held each year, on such date and at such place and time as the Board of Trustees may direct.
b. The Annual Meeting shall be for the purpose of electing Trustees and for the transaction of such other business as may be indicated in the notice or may be brought before it.
Section 2. Special Meetings of the Club may be called by the Board of Trustees. Also, upon the written request of thirty (30) Members stating the purpose therefor, a Special Meeting shall be called by the Secretary within forty-five (45) days after receipt of such request.
a. Notice of the Annual Meeting shall be given to the Members at least twenty (20) days prior thereto. Such notice shall include the names of the candidates for vacancies on the Board of Trustees who have been nominated by the Nominating Committee, as described in Article 9, Section 1, and instructions describing the process for Active Members to submit independent nominations of candidates for such vacancies as described in Article 9, Section 2.
b. Independent nominations to fill Trustee positions may be made as provided by Article 9, Section 2.
c. Special Meetings of the Club may be held on not less than five (5) days notice to all Members. This notice shall state the purposes for which the Special Meeting is called, and no other business shall be transacted thereat.
Section 4. Only Active Members shall be entitled to vote at meetings of the Club, and each Bond shall be entitled to one vote. Any Member may be represented by written proxy if unable to attend in person. However, a proxy will be considered valid only if confirmed by written authorization signed by the absentee Member and presented to the Chairman of the Meeting. Voting may be viva voce but ten (10) Active Members, excluding those represented by proxy, shall have the right to demand voting by roll call.
Section 5. The presence at the Annual Meeting of at least thirty (30) Active Memberships, in person, exclusive of written proxies, shall constitute a quorum at all Club meetings.
Section 6. Whenever notice to Members is required, the sending of such notice to the last known address of the Members either by mail, facsimile or e-mail (or other form of electronic communication) shall constitute notice. All such notices shall be effective upon sending.
a. The Board of Trustees may, by resolution, establish a schedule of its meetings and rules for the conduct thereof,
b. Special meetings of the Board of Trustees may be called by the President, and shall be called by the Secretary upon request of any two (2) members of the Board.
c. Notice of regular or special meetings of the Board of Trustees shall be sent by the Secretary to each member of the Board at least three (3) days before the date of such meeting.
a. The Board may operate as the Nominating Committee and may solicit nominations from the Active Members. Alternatively, the Board may create a Nominating Committee to be composed of Active Members of the Club. If a Nominating Committee is created, the Members of the Nominating Committee shall serve in that capacity for a period of one (1) year.
b. A vacancy or vacancies occurring among the members of any Nominating Committee shall be filled by the Board.
c. The Nominating Committee shall nominate the three (3) candidates for the vacancies on the Board of Trustees to be filled at the next Annual Meeting of the Club, and shall report such nominations to the Secretary prior to the Annual Meeting. Such report shall be available to Members of the Club upon request.
Section 2. Independent nominations of candidates for election at the Annual Meeting may be made by letter, signed by fifteen (15) Active Members, consented to by the nominee and delivered to the Secretary at least ten (10) days before the Annual Meeting.
Section 3. Nominations for a vacant position on the Board of Trustees may be made from the floor by Active Members at the Annual Meeting whenever candidates have not been nominated by the Nominating Committee or the Board, acting as the Nominating Committee.
a. The standing committees shall be Building and Grounds, Tennis, Social, Swim Team Liaison, Nominating (if applicable), Membership and Publicity, and any other committees as determined by the Board.
b. The Chairmen of the standing committees shall be selected from the Board of Trustees.
c. The duties and powers assigned in these By-Laws to the standing committees shall be subject to the authority of the Board of Trustees.
Section 2. The Building and Grounds Committee shall exercise supervision over the pool and grounds, including the improvement, maintenance and operation of the pool, buildings, and operating equipment.
Section 3. The Tennis Committee shall attend to all matters relating to the Tennis Program, including management of the relationship between the Club and the Tennis Pro/Coach.
Section 4. The Swim Team Liaison shall attend to all matters relating to the Swim Team Program, including management of the relationship between the Club and the Dolphin Parent Organization.
Section 5. The Social Committee shall prepare the program of entertainment for Active Members and exercise supervision over the same.
Section 6. The Membership Committee, in accordance with Article 6, shall investigate and report to the Board of Trustees upon the desirability of applicants for Membership in the Club.
Section 7. The Publicity Committee shall publicize such information as is of general interest to the Members, or the public
Section 8. The Nominating Committee, if created by the Board in accordance with Article 9, shall nominate candidates for the Board of Trustees and for the Nominating Committee for the succeeding year.
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 in connection with the defense of any action, suit or proceeding in which he is made a party by reason of his being or having been a Trustee or Officer of the Club, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct, and except any sum paid by him for the Club in settlement of an action, suit or proceeding based on gross negligence or willful misconduct. This right of indemnification shall inure to each such member of the Board of Trustees or officer of the Club whether or not he is a member of the Board of Trustees or officer of the Club at the time such costs or expenses are imposed or incurred, and in the event of his death shall extend to his legal heirs and representatives.
b. All officers of the Club empowered to handle money, and the pool manager and assistant pool manager, shall be bonded at the option of the Board of Trustees and at the expense of the C1ub for the protection of the Club.
Section 2. Any question as to the meaning or proper interpretation of any of the provisions of these By-Laws shall be resolved by the Board of Trustees.
Section 3. Wherever mention is made herein to age of members, it shall be the age attained as of January 1st of the current year
Section 4. Alteration, amendment or repeal of the By-Laws of the Corporation or adoption of any new By-Laws may be made in two ways:
(1) By affirmative vote of a majority of the Active Members present, either in person or by written proxies, at any meeting of the corporation at which a quorum is present as described in Article 8. Notice of such meeting and of the proposed change in the By-Laws shall be submitted to or otherwise made available to (i.e., whether on Club's website or at the Club or otherwise) all Active Members at least fourteen (14) days before the date of the meeting; or
(2) By affirmative vote of a majority of the Trustees present at a meeting of the Board, notice of which and of the proposed change in the By-Laws having been submitted in writing to all Trustees at least fourteen (14) days before the date of the meeting. In this case, any changes made by the Board will be reviewed by the Active Members at the next Annual Meeting. Notice of such change in the By-Laws previously approved by the Board of Trustees shall be sent to Active Members no less than fourteen (14) days before the next Annual or Special Meeting of the Corporation. At this meeting, provided a quorum is present as described in Article 8, the Active Members may ratify, revoke, or modify such amendment by majority vote of those present, either in person or by written proxies.
Section 5. All meetings of the Membership shall be conducted in accordance with Roberts Rules of Order, Revised.
Section 6. Whenever these By-Laws call for notices to be sent or submitted to the Board of Trustees, the Members of the Club or other parties, unless another manner of sending such notice is expressly required by these By-Laws, such notices may be sent by regular (i.e., uncertified) mail or by facsimile or e-mail (or by such other forms of electronic communication as may hereafter evolve from any of the foregoing) to the last known address of the receiving party (whether a mailing address, facsimile number or e-mail or other electronic address), Information referred to in any such notices, such as Rules and Regulations or proposed changes thereto or to the By-Laws of the Corporation, need not be included in such notices so long as such information is otherwise made available on the Club's website or at the Club or otherwise.
Adopted: May 30, 2004.