Bowman Woods Swim and Racquet Club
Bylaws of the
Bowman Woods Swim and Racquet Club, Ltd.
6600 Brentwood Drive N.E.
P.O. Box 10939
Cedar Rapids, Iowa 52410-0939
Last Amended:December 2017
Article I: GENERAL PROVISIONS.
Any reference to specific gender in this document shall also imply the other gender.
Section 1 Membership Subject to Bylaws.
All memberships shall be subject to all of the Bylaws as adopted, or hereafter adopted, and such Bylaws shall be considered as an essential part of the contract of membership by the corporation and each member.
Section 2 Eligibility for Membership.
All residents within the boundary described below are eligible for membership upon concurrence of the Board of Directors, and payment of the required initial membership fee and annual dues as provided herein.
NOTE: The Cedar Rapids / Marion city line cuts through the middle of the property in a north-south direction.
The membership boundary is defined as that area enclosed by: Starting at the entrance to the Club parking lot; south along the city line to Blairs Ferry Road; west to C Avenue; north to Boyson Road, west to Council Street, follow Council Street and Mentzer road north to E. Knoll Drive, follow E. Knoll Drive and Echo Hill Road east to Alburnett Road; south to Boyson Road; then west to starting point at the Club parking lot.
The Board of Directors, at their sole discretion, shall have the authority to approve the sale and/or transfer of a membership that is outside of the membership boundary. Members that live within the above stated boundaries will be given first consideration for membership if there is a waiting list for memberships.
A member that is in good standing with the Club may retain their membership if they move outside of the membership boundary.
Section 3 Memberships.
All memberships shall be considered family memberships and shall entitle the holder thereof and all permanent residents of the same household to the use and enjoyment of the club facilities.
A. The Corporation shall issue not more than a total of 350 memberships. This total shall be composed of both Active and Inactive memberships in such proportions as may be set by the Board of Directors in pool regulations in force at the time.
B. Inactive memberships shall not be entitled to use Club facilities, vote in any elections nor serve as an Officer or Director of the Club.
C. A membership may elect “inactive” status by paying reduced annual dues of $100 on or before March 1, if and only if they membership did not elect ‘inactive’ status during the preceding year.
D. Non-member "baby-sitters" are permitted, providing such "baby-sitter" is the sole caretaker accompanying the child or ward of a member, Child being defined as age eight (8) or under, and that the name of the "baby-sitter" is provided to the pool manager by phone or in person by the member ahead of time, and that a fee for such service be paid in accordance with the approved fee structure for the current year.
E. Childcare providers, who are members, can bring children in their cares who are not pool members a total of 5 times per season and will be subject to guest fees.
F. Members are responsible for providing an updated email address as well as physical address to the membership chair to ensure proper communications from the BWSRC.
Section 4 Voting Rights.
Each Active membership shall be entitled to one vote on each matter submitted to the vote of the membership, which vote may be cast by the holder of said family membership, or, in his or her absence, by a proxy statement.
Section 5 Suspension of Membership.
The Board of Directions shall have the power to suspend any member for conduct prejudicial to the interest of the organization, upon affirmative vote of a majority of all members of the Board of Directors. Before any member may be suspended for such conduct, the secretary shall notify the member in writing by registered mail to his last address listed with the registered office of the corporation, that at a regular meeting of the Board of directors, time and place of which meeting shall be set out in said notice, and which notice shall be mailed at least ten (10) days prior to the date of the meeting, the question of his or her suspension will be considered and acted upon, advising the member of the reasons, or reasons for the Board's action, and affording said member an opportunity to be present. If the member so notified does not appear at the appointed time and does not advise the Board in writing of his reason for not so appearing, the Board, at its discretion, may either continue the matter until next regular meeting of the Board, or then and there proceed to act upon the matter.
Section 6 Transfer of Memberships.
All memberships (active and inactive) may be transferred to any resident within the current defined boundary area for good and valuable consideration except that no family may own more than one membership. No membership may be sold or transferred without the approval of the current Membership Chair.
Section 7 Termination of Membership.
Membership will be terminated for non-payment of annual dues on May 1st (Termination Date) or at the request of the member. Additionally, the Board of Directors in accordance with Article I Section 6 can terminate membership.
Terminated memberships may be sold by the Club at its discretion for the going membership fee and payment of the pro-rated annual dues.
Section 8 Establishment and Payment of Membership Fees, Annual Dues and Fees for Guests.
The initial membership fees for all memberships granted by the club shall be determined by the Board of Directors and may vary from time to time, but shall not be less than $350.
Annual dues are set by the Board and voted on by the majority of the members present at the annual meeting each year or any special meeting as required and are due by April 1st of each year to avoid penalty. A late fee of $100 will be added to Annual Dues on April 2nd, up to May 1st (Termination Date). Delinquent memberships after the Termination Date are automatically subject to termination as provided in Section 8. Annual dues are not refundable. New members obtaining membership after July 1st each year shall pay prorated membership dues for the initial year as set out in the annual fee schedule.
The Board of Directors shall have the authority to determine a reasonable fee for swimming privileges for guests and for any other services rendered or privileges granted by the Club. Such fees shall be approved at the Annual General Meeting and published at the gate for review by members and guests.
ARTICLE II: MEMBERSHIP MEETINGS.
Section 1 Annual Meeting.
An annual meeting of the corporation members shall be held at the registered office of the corporation or at a designated meeting place at a time and a date determined by the Board of Directors. Said date shall be between October 1st and October 30th of each year.
Section 2 Special Meetings.
Special meetings of the corporation members may be called by the Board of Directors, or may be called upon written request of not less than ten (10) percent of Active members.
Section 3 Notice of Meetings.
Written or printed notice, stating the time, place and purpose of any meeting of the corporation members shall be delivered personally, deposited in the mail, postage paid, or e-mailed (with member approval), to the last known address of each member, at least ten (10) days prior to such meeting.
Section 4 Business to be Transacted at Meeting.
Any and all business of the corporation, excepting special assessments, may be transacted at the annual meeting without regard to the stated purposes contained in the notice thereof, but no business shall be transacted at special meetings other than that specified in the notices of such special meetings.
Section 5 Quorum.
The presence of a majority of setting Board members plus any Active members in good standing present at a meeting shall be sufficient to conduct the Club's business.
Section 6 Membership Voting.
For the purposes of voting, representation and quorum count, each family membership shall be counted as one vote. This vote may be cast in person or by proxy provided the proxy voter has a signed statement in writing directing him to cast the vote.
ARTICLE III: BOARD OF DIRECTORS.
Section 1 General Powers.
The Board of Directors shall manage the affairs of the corporation. The affairs of the corporation shall be taken to include, but not necessarily be limited to, promulgation of the Rules and Regulations for the use of the Club facilities and the definition of the corporation policy relating to the use of the Club facilities by guests of the members,
Section 2 Number, Tenure and Qualifications of Directors.
The corporation shall have at least six (6) directors, which shall constitute the Board of Directors. All directors shall be Active members in good standing of the corporation. With a majority approval of the Board of Directors, Co-Directors comprised of a husband and wife team may act in lieu of an individual Director. A Co-Director will have only one vote on all business matters.
At the annual meeting to be held in the year 1971, there shall be ten (10) directors elected, Five (5) for one (1) year terms and five (5) for two (2) year terms.
At each annual meeting thereafter, all directors will be elected to two (2) year terms to fill vacancies of those whose terms expire on the date of such annual meeting.
Section 3 Election of Directors.
At the annual meeting each year, the attendees shall propose to the membership, at least one person to fill each director term expiring. At the close of nominations the election shall then be conducted by voice ballot, each member casting one vote for each director required. Nominees receiving the greater number of votes shall be considered elected to fill the existing vacancies. Votes shall be collected and tabulated by the Secretary and results announced during the meeting.
Section 4 Meetings.
The Board shall meet at least once each month during the months of March, April, May, June, July, August, and September and at such other times and intervals as they deem necessary. Four (4) members of the Board shall constitute a quorum. The President or three Directors may call special meetings of the Board by written notice to each Director at least three (3) days prior to the date of such special meeting.
Section 5 Removal or Replacement of Directors.
Any member of the Board may be removed from office by a majority vote of the membership at any meeting called in accordance with these Bylaws. The Board shall have the authority to appoint a replacement for the un-expired term of any Director removed from office or otherwise unable to complete his full term of office.
Section 6 Annual Reports.
The Board of Directors shall prepare and submit to the members at each annual meeting a report covering its activities and expenditures during the 12 calendar months immediately preceding said annual meeting. The Board of Directors' report shall contain the Boards' recommendations for the ensuing year including a fee schedule and any proposed changes to Pool Regulations.
ARTICLE IV: OFFICERS.
Section 1 Election of Officers.
The officers of this corporation shall be a President (elected annually from the general membership) and Vice President (elected annually by and from the Board of Directors). These officers shall hold office until their successors are elected and qualified. Board President must have completed a 2 year term as a board member, before being elected as President. The Board shall be entitled to compensation for their activities as Officers. Officer compensation shall be in the form of waived dues for the year(s) served.
Section 2 President.
The President shall preside at the membership meetings of the corporation and shall preside at the meeting of the Board of Directors. He/She shall appoint and remove subject to confirmation by the Board of Directors, all standing committee, designating the Chairman thereof, and all special committees as may be directed. He/She shall be ex-officio, a member of all committees. He/She shall be the Administrative Officer of the corporation and shall perform all other acts properly belonging to his office, including executive supervision of all activities of the corporation and its employees.
Section 3 Vice President.
The Vice President, in the absence Of the President, shall act in his/her stead. VP responsibilities to include oversight of hiring decisions, and for the exit interviews of the managers, and assistant managers.
Section 4 Secretary.
The Secretary shall issue calls for meetings of the corporation and of the Board of Directors, keep the minutes, maintain adequate membership records, keep all corporate records except financial records, and attend to the correspondence pertaining to his/her office.
Section 5 Treasurer.
The Treasurer shall attend to keeping the financial accounts of the corporation, maintaining the membership information lists, collecting its revenues and paying its bills as approved by the Board of Directors.
He/She shall deposit funds of the corporation as received by him in the name of the corporation as authorized by the Board. He/She shall perform such other duties pertaining to his/her office as may be required of him by the Board. The signature of the Treasurer or any agent of the Treasurer shall be required for funds either withdrawn or paid from any account carried by the corporation. The Treasurer along with President and Vice President are requested to be authorized signers when acquiring a loan from the banking institution where the BSWRC account is held.
Section 5 Vice Treasurer.
Under the direction of the treasurer, the vice treasurer shall assist the treasurer in keeping the financial accounts of the corporation, collecting its revenues and paying its bills as approved by the Board of Directors.
He/She shall deposit funds of the corporation as received by him in the name of the corporation as authorized by the Board. He/She shall perform such other duties pertaining to his/her office as may be required of him by the Board. The signature of the Treasurer or any agent of the Treasurer shall be required for funds either withdrawn or paid from any account carried by the corporation.
The Vice treasurer will assume the treasurers position the following year or term.
ARTICLE V: COMMITTEES.
Section 1 Creation of Committees.
The Executive Council of the Board of Directors consisting of President Vice President, Treasurer and Secretary may create at their discretion temporary or permanent committees consistent with the operation needs of the corporation. The chairman of each committee shall be appointed by the Executive Council from the remaining Board members. Each committee chairman shall then appoint committee members from the membership.
ARTICLE VI: FINANCES.
Section 1 Finances.
The fiscal year of the corporation shall begin on the first day of October each year and end on the last day of September of the following year. Annual dues payable by April 1st of each year shall be considered to cover the period from April 1st of the current year to March 31st of the following year for purposes of determining the standing of members. Such dues will be considered earned by the Club, however, over the six months operational period from April 1st to September 30th each year for the purposes of probation as explained in Article I, Section 9.B.
Section 2 Annual Budget.
The Board of Directors shall prepare an annual budget prior to the Annual General Meeting.
Section 3 Financial Report.
The corporation will furnish a written financial report to the membership at the end of the fiscal year.
Section 4 - Membership Assessment
The Board of Directors shall have the ability to assess the membership of the BWSRC for major capital improvements as seen necessary by the Board. The capital improvement project must be specified as to the scope of work and financial impact. A membership meeting will be held with notification of the capital improvement project and assessment value presented. All members will be notified either in person, by phone, or by mail of the meeting 10 days prior to the meeting date and time.
ARTICLE VII: SPECIFIC RIGHTS OF MEMBERS.
Section 1 Evidence of Membership.
The Board of Directions shall provide for the issuance of certificates evidencing membership in the corporation. In addition, the Board shall provide for issuance of membership identification for all individuals covered by each family membership of such type or design and in such manner as it shall from time to time determine. If such certificates or identification shall become lost, mutilated or destroyed, replacement items shall be issued on such terms and conditions as the Board may set.
Section 2 Transfer of Membership.
Any Active or Inactive membership may be transferred at the discretion of the member (subject to the conditions of the Bylaws) by completing the reverse of the membership certificate. The transfer will not be effective, however, until it has been returned to the Secretary, along with all identification devices, and replaced with a new certificate.
Section 3 Copies of Bylaws.
Members shall be furnished with a copy of the Bylaws and shall receive a copy of the amendments thereto.
Section 4 Attendance at Meetings of the Board of Directors.
Any Active member in good standing may attend any meeting of the Board of Directors and be heard in the proper order of business.
Section 5 Membership of Deceased Persons.
Upon the death of a holder of a membership in the corporation such membership shall immediately vest in and become the sole property of the surviving spouse, if any, of such member without the payment of any transfer fee thereupon and such spouse shall thereupon be a member of the corporation. In the event there is no surviving spouse, the membership shall terminate. Extended circumstances will be referred to the Board of Directors for special handling.
Section 6 Inspection of Books and Records.
All books and records of the corporation may be inspected by any member, or his agent, or attorney, for any proper purpose at any reasonable time.
ARTICLE VIII: BYLAWS
Section 1 Amendment of Bylaws.
These Bylaws may be amended at any annual meeting or at any special meeting called by the majority of the Board and with at least two-thirds (2/3) of the Active members being notified either in person, by phone or by mail. Notification of Active members shall be at least 72 hours before any such special meeting..
Section 2 Resolution of Interpretations.
Resolution of Interpretations of these Bylaws, if necessary, shall be the sole province of the Board of Directors.
ARTICLE IX: INDEMNIFICATION AND LIABILITY OF DIRECTORS OFFICERS, AND EMPLOYEES
Section 1 Scope of Indemnification.
Any person who, by reason of the fact that he is or was a Director, officer, or employee of the Corporation or is or was serving at the request of the Corporation as a Director, officer, or employee of another corporation, partnership, joint venture, trust, or other enterprise, is or was a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, shall be indemnified by the Corporation; provided he acted in good faith and in a manor he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to believe his conduct was unlawful. The indemnification shall be provided against expenses, including attorney fees, judgment, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suitor proceeding; provided, however, that with respect to an action or suit by or in the right of the Corporation, the indemnification shall be against expenses, including attorney fees, and no indemnification shall be made in respect of any claim, issue, or matter as to which the person was adjudged liable for negligence or misconduct in the performance of his duty to the Corporation, unless the Court in which the action or suit was brought determines upon application that, despite circumstance of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.
Section 2 Determination of Indemnification.
To the extent that a Director, officer, or employee of the Corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding or of any claim, issue, or matter, therein, he shall be indemnified against expenses, including attorney fees, actually and reasonably incurred by him in connection with the action, suit, or proceeding. Any other indemnification hereunder, unless ordered by a Court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth herein. The determination shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors, who were not parties to the action, suit, or proceeding, or, if a quorum is not obtainable or, even if obtainable, if a quorum of disinterested Directors so directs, by the shareholders, or by independent legal counsel in a written opinion. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nob contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manor which he reasonably believed to be in, or not opposed to, the best interests of the Corporation or, with respect to any criminal action or proceedings, that he had reasonable cause to believe that his conduct was unlawful.
The indemnification provisions provided by this Section shall extend to any agents (other than Directors, officers, or employees) of the Corporation as such indemnification may be specifically authorized by resolution of the Board of Directors of the Corporation.
Section 3 Payment of Expenses.
Unless otherwise disallowed by the provisions of Section 1, expenses, including attorney fees, incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of the majority of the action, suit, or proceeding as authorized by a disinterested majority of the Board of Directors of the Corporation in the specific case, upon receipt of and undertaking by or on behalf of the Director, officer, or employee to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized herein.
Section 4 Non-Exclusive.
The indemnification provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any applicable statute as amended from time to time, against Bylaws, Agreement, vote of shareholders or disinterested Directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding office. The indemnification shall continue as to a person who has ceased to be a Director, officer, or employee and shall inure to the benefit of his heirs, executors and administrators.
Section 5 Insurance.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, or employee of the Corporation or is serving at the request of the Corporation as a Director, officer, or employee of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him, and incurred by him in such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions herein.
Section 6 Intent.
It is the express intention of the Article that the indemnification protection afforded the Directors, officer, and employees of the Corporation be interpreted to the broadest extent allowed by the Code of Iowa and as otherwise allowed by law, and that this indemnification shall apply to all prior acts of the Directors, officer, and employees if the Corporation and also to all future acts as well.
ARTICLE X: DISSOLUTION.
Section 1 Dissolution.
The assets of the corporation, after satisfaction of all legal claims against such assets, shall be distributed in prorata shares to the Active members at the time of such dissolution, regardless of the reason for such dissolution.
P.O. Box 10939
Cedar Rapids, IA 52410-0939
Bowman Woods Swim and Racquet Club copy right 2018