Kenwood Swim and Tennis Club Amended and Restated Code of Regulations

FORWORD

The Code of Regulations, originally issued in 1966 when the Kenwood Swim & Tennis Club, Inc. was founded, has been revised several times. It was reviewed and revised in 1988 and 1995. The revised Code of Regulations incorporated such changes and was reissued in its entirety. This current 2015 revision reflects the need to revise the Code to meet the current needs of Kenwood Swim & Tennis Club, Inc. as requested by the Board of Directors. Any interpretation of this Code of Regulations shall be provided upon written request to the President, Kenwood Swim & Tennis Club, Inc., 7101 Lynnfield Ct., Cincinnati, Ohio 45243.

First Printing – May 1971

Second Printing – May 1975

Third Printing – May 1975

Fourth Printing – February 1989

Sixth Printing – August 2002

Seventh Printing – March 2009

Eighth Printing – July 2015

ARTICLE I
NAME

The name of this organization shall be the Kenwood Swim & Tennis Club, Inc.

ARTICLE II

OBJECT

The purpose for which Kenwood Swim & Tennis Club, Inc. (“Club”) is formed is to promote and further the health, safety, education and general welfare of its members through swimming, tennis, and other recreational activities which the Club’s members desire to engage in; to purchase, lease, rent or otherwise acquire and operate tennis courts, a swimming pool, bath house and other equipment and facilities that are necessary for the operation of the Club, as well as other personal or real property and goods of any and every class and description which would be necessary to further the recreational and social desires of its members.

ARTICLE III

BOARD OF DIRECTORS

Section1. The management of the Club shall reside in a Board of Directors consisting of no fewer than five (5) and no more than nine (9) Members, who shall receive no remuneration for the services rendered by them.

Section 2. Directors shall serve for a term of three (3) years. The election
of Directors may be by ballot, voice, or any other legal method. No Director having served two (2) full terms of three (3) years each shall be qualified to serve as Director for a period of one (1) year after completion of such term. No person may serve on the Board of Directors who does not have either a Family membership, Individual membership, Alumni Single membership, or Alumni Couple membership in the Club.

If a Director is appointed to fill a vacancy created by another Director who has resigned or is otherwise incapable of serving his or her full term, the appointee must stand for election in the current year in which he or she has been appointed. If elected, this person will serve a full three (3) year term, regardless of how much time remained on the term of the Director replaced via appointment.

Section 3. The Board of Directors shall:

(a)  Control and manage the business, funds, property and affairs of the Club.

(b)  Vote upon the admission of new members.

(c)  Fix, impose and remit penalties for violation of these regulations and other
rules of the Club.

(d) Elect from the Board of Directors, a President, a Secretary, a Treasurer, and such Vice-Presidents as may be determined by the Board from time to time. All officers shall serve without compensation.
(e) Constitute and appoint committees and define the powers and duties of the same.

(f)  Set all fees and dues.

(g)  Hire professionals and managers deemed necessary to the effective
management and operation of the Club.

Section 4. The Board of Directors 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 Directors shall always require that at least two (2) officers sign all checks, drafts, or other instruments exceeding $1,000 for the payment of money drawn on the name of the Club, with the exception that the Treasurer and/or the Club’s independent accountant may individually sign checks, drafts, or other instruments exceeding $1,000, but not $2,000, for payment of utility services, property taxes, and labor expenses.

Section 5. The Board of Directors shall make an annual report to the membership at the annual meeting of members. An annual report including an audited financial report shall be made available to the membership at the end of each Treasurer’s three-year or shorter term. Each annual report at a minimum must have a review of cash by a non-member independent accountant.

Section 6. Each member of the Board of Directors shall receive written or oral notice at least two (2) days prior to the date of each meeting unless the same is waived. A majority of Directors shall constitute a quorum at all meetings. A majority of the quorum of the Directors shall act for the Board of Directors at all meetings.

Section 7. Vacancies on the Board of Directors shall be temporarily filled by vote of the remaining Directors. The Director elected to fill such vacancy shall serve until the next Annual Meeting of Club members.

Any one or more members of the Board of Directors may be removed from office by seventy-five (75%) percent favorable vote of the Club members present in person or represented by proxy at any annual or special meeting of the Club.

ARTICLE IV OFFICERS

Section 1. The officers of this Club shall be a President, a Secretary, a Treasurer, and such Vice Presidents or other officers as may be deemed necessary by the Board of Directors, all of whom will serve without compensation. Appointment of officers to the above positions shall occur at the annual meeting by vote of the Board of Directors.

Section 2. The President shall preside at the meetings of the Club members and of the Board of Directors. The President shall be the Administrative Officer of the Club. The President shall appoint, subject to confirmation by the Board of Directors, all standing committees, designating the chairman thereof and all special committees as may be directed. The President shall be, ex-officio, a member of all committees.

Section 3. The Secretary shall send out the notices of the meetings of the Club members and of the Board of Directors, keep the minutes and attend to the correspondence pertaining to his or her office. The Secretary shall perform such other duties pertaining to the office as asked by the Board of Directors.

Section 4. The Treasurer shall attend to keeping the accounts of the Club, collecting its revenues and paying its bills as approved by the Board of Directors or other agency authorized by the Board to incur them. The Treasurer shall deposit funds of the Club received by him or her in the name of the Club in such depositories as may be authorized the Board. The Treasurer shall perform such other duties pertaining to the office as may be asked by the Board of Directors.

ARTICLE V COMMITTEES

Section 1. All committees shall be appointed by the President of the Board of Directors subject to confirmation by the Board of Directors, all standing committees as deemed necessary.

ARTICLE VI MEMBERSHIP

Section 1. Membership in this Club shall consist of the following classes of members:
(a) Family Membership, being those families who have been accepted for family membership by the Board of Directors and who have paid the Club a non-refundable $1,000 initiation fee;
(b) Individual Membership, being any unmarried person over twenty-one (21) years of age with no minor children who has been accepted for individual membership by the Board of Directors and who has paid the Club a non-refundable $1,000 initiation fee; (c) Alumni/Senior Membership, being any single person over twenty-one (21) years of age with no minor children who has been accepted for any of the above memberships (a, b) by the Board of Directors for a minimum of five (5) years in good standing and who had previously paid the Club a bond or initiation fee; (d) Alumni/Senior Couple Membership, being any married, cohabitating, or couple with the same residential address person over twenty-one (21) years of age with no minor children who has been accepted for any of the above memberships (a, b) by the Board of Directors for a minimum of five (5) years in good standing and who had previously paid the Club a bond or initiation fee; (e) Single Season Membership, being those families or individuals who have not paid the Club a non-refundable $1,000 initiation fee and who have been accepted for single season membership by the Board of Directors. Single Season Membership rights shall not be available in any year in which Club membership reaches three hundred twenty-five (325) Family and Individual memberships

Section 2. The maximum number of Family and Individual memberships shall be three hundred twenty-five (325). Alumni/Senior and Alumni/Senior Couple Memberships are exempt from the maximum number of Family and Individual memberships.

Section 3. The Board of Directors may delegate to one or more Directors, to any Club or pool manager hired by the Board of Directors, or to a responsible employee of the Club, the power to suspend pool privileges for the violation of Operating Rules or this Code of Regulations (available as a separate document, normally posted in the Club’s entrance lobby).

Section 4. Any member may for good cause shown, and after having given an opportunity for a hearing, be suspended by a majority vote of the Board of Directors with a quorum of Directors present at any hearing thereof or expelled by an affirmative vote of two-thirds of the Directors.

Section 5.

(a) All members of the Club shall be accorded the facilities of the Club, subject to the Operating Rules.

(b) Upon payment of the annual dues, an identification card (if deemed necessary by the Board of Directors) shall be issued by the Treasurer to every family or individual member each year.

(c) The Board of Directors shall by rule fix the terms and conditions upon which guests of members may use the facilities of the Club.

Section 6. The Board of Directors shall keep a record showing the names and addresses of all Club members (based upon information provided by the member), and the dates of admission, termination, transfer and/or suspension.

ARTICLE VII

DUES AND FEES

Section 1.

(a) The Board of Directors shall establish the annual dues and assessments (under Article XI), if any, for each class of membership to provide for the necessary operating expenses of the Club and the proper repair and maintenance of the Club facilities. The same shall be due and payable on or before April 1st of each year. The Board of Directors shall notify the membership of the amount of said dues on or before February 15th or the next business day of each year.

(b) The annual dues may be increased or decreased from time to time by the Board of Directors, provided, however, that said dues as established by the Board of Directors may not be increased in a succeeding year more than an amount equal to ten (10%) percent of the preceding year’s dues; provided however, that in the event the Board of Directors recommends that the annual dues be increased by an amount which is more than ten (10%) percent of the preceding year’s dues, then said recommendation shall be submitted to the membership for vote.
(c) No dues or part thereof shall be refunded in the event that pool, tennis courts, or other facility operations are required to be suspended for any period. (d) The Board of Directors may designate dates during the pool season when prorated dues for new members (and related refunds to selling members) are established at a percent of the annual amount.

(e) In the event a member does not pay the annual dues or other indebtedness by April 1st, said member is delinquent and shall be so notified by the Club. If the required payment including a late fee determined by Club is not made by May 1st. the delinquent member’s membership rights shall be cancelled, redemption rights shall be forfeited, and no portion of any initiation fee shall be returned to the former member. Members whose membership is cancelled may reapply for membership and pay the then applicable initiation fee.

Upon written notice by a member to the Board of Directors prior to April 1st of the applicable year, a member may inactivate his or her membership for a maximum period of one year.

Section 2. The Membership fees, and method of payment of such fees, for Family and Individual Memberships shall be established annually by the Board of Directors.

ARTICLE VIII

VOTING AND MEETINGS

Section 1. The Annual Meeting of members shall be held at such time and place as the Board of Directors shall determine. The Annual Meeting shall be for the purpose of electing Directors, presenting committee reports, and for the transaction of such other business as may be indicated in the notice or may be brought before the Meeting. Notice of the Annual Meeting may be given by first class mail or by electronic communication.

Section 2. A special meeting of the Club shall be called by the Board of Directors. Also, upon the written request of twenty-five (25%) percent of each of the Family and Individual Memberships to the Secretary, stating the purpose therefore, a Special Meeting shall be called by the Secretary within fifteen (15) days.

Section 3. Notice of a Special Meeting shall state the purpose for which the Special Meeting is called and no other business shall be transacted thereat.

Section 4. Each Family shall be entitled to two (2) votes at meetings of the Club. Individual Memberships, Alumni/Senior Single Memberships, and Alumni/Senior Couple Memberships shall have one (1) vote. Single Season Pass Members shall not be entitled to vote.

Section 5. Votes for any meeting may be cast by proxy by first class mail, or by email, provided that all proxies are in writing and received by the Secretary of the meeting prior to the vote or other action.

Section 6. A majority of the total Memberships present in person or represented by proxy shall constitute a quorum at all Club meetings.

Section 7. Election of Directors may be conducted by first class mail or by electronic mail when so determined by the Board of Directors.

Section 8. The President of the Club shall preside at all meetings of members, and in his or her absence or disability, the provisions of Article IV will apply. The Secretary of the Club shall act as Secretary of all meetings of members. The order of business at meetings of members shall be as follows:

(a) Call to order;

(b) Presentation of proxies, roll call and announcements of the number of voting members present at the meeting;

(c) Reading of minutes of most recent meeting;

(d)  Reports of Directors, Officers and Committees;

(e)  Unfinished business;

(f)  Election of Directors, if applicable;

(g)  New business;

(h)  Adjournment.

This order may be changed by the affirmative vote of a majority of voting members present at the meeting.

ARTICLE IX

NOMINATIONS

Section 1. The Nominating Committee shall consist of three (3) members of the Board of Directors, who shall be appointed in accordance with Article IV, Section 2 herein.

ARTICLE X 

INDEMNIFICATION AND LIABILITY

Section 1.
(a) The Club shall indemnify each of its Officers and Directors, past and present, and each person who is serving or may have served at the direction of the Club as a director, officer, employee, or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, to the full extent permitted under Section 1702.12(E), Ohio Revised Code, as the same may be amended from time to time. The Club may indemnify assistant officers, employees and others by action of the Board of Directors to the extent permitted under Section 1702.12(E), Ohio Revised Code, as the same may be amended from time to time.
(b) The right of indemnification provided herein shall inure to each Director and Officer referred to in the preceding paragraph, whether or not he or she is a Director or Officer at the time costs or expenses are imposed or incurred and in the event of his or her death, and that right shall extend to his or her legal representatives.

Section 2. The Club neither assumes responsibility nor shall the members or their guests have a claim against the Club for the property of any member or any guest, which is brought upon or left on the Club property.

Section 3. The Club neither assumes responsibility nor shall the members or their guests have a claim against the Club for any accident, injury or damage to any persons or its property.

ARTICLE XI

ASSESSMENTS

Section 1. Assessments for capital improvements may be made and levied upon the membership at any meeting of members by a fifty-five percent (55%) favorable vote of the voting membership present in person or represented by proxy at any Special or Annual Meeting.

ARTICLE XII

AMENDMENTS

Section 1. Any and all sections of this Code of Regulations maybe amended, modified or repealed, at any meeting of members, by the affirmative vote of the majority of the voting Memberships present in person or represented by proxy at any Special or Annual Meeting.

ARTICLE XIII 

DISSOLUTION

Section 1. The Board of Directors may, on its own motion or upon the petition of twenty-five (25%) percent of the Family and Individual Memberships, consider the question of dissolution. The Board shall then set a time and place for a Special Meeting (which may be combined with an Annual Meeting) and notice of the proposal to dissolve shall be sent to each voting member.

At such a membership meeting the question of dissolution shall be put to a vote and the Club may proceed with dissolution by an affirmative vote of seventy-five (75%) percent of the Memberships present in person or by proxy.

Section 2. In the event of dissolution of the Club in any manner or for any cause, all indebtedness shall be paid from the proceeds of such liquidation. After the debts are paid in full, the balance remaining, including the dues or yearly fees on hand, shall be distributed pro-rata among members, as each member’s interest in the Club shall exist. Each such member’s share, however, will be subject to set-off of all debts, dues and obligations owed to the Club by such members.

ARTICLE XIV

SALE OF INTEREST IN REAL ESTATE

Section 1. The Club shall convey an interest in real estate only by the
following method
(a) The Board of Directors may on its own motion, or shall upon the petition of twenty-five (25%) percent of those members eligible to vote, consider the question of conveyance of any interest in real estate held by the corporation. In the event that the Board or the petition recommends the conveyance, the Board shall then set a time and place for a special meeting (which may be combined with an Annual Meeting) to consider that conveyance. A notice of the proposal to convey such interest, which shall include at least the interest conveyed, the grantee of such interest, and the compensation for such conveyance, shall be sent to each voting member at least thirty (30) days and no more than sixty (60) days prior to the meeting.

(b) At such membership meeting, the question of the conveyance of the interest on real property shall be put to a vote and the Club may proceed with such conveyance by an affirmative vote of seventy-five (75%) of those members who vote in person or by proxy.

ARTICLE XV

REDEMPTION OF BONDS

(a) Up to ten (10) members per year who hold bonds issued by the Club may redeem their bond in their last year of Club membership by deducting its face value from the dues owing to the Club for that year. Application for this manner of bond redemption shall be made in writing and delivered to the Club no later than April 1 of the applicable year. Bonds shall be redeemed based upon seniority (lowest bond number). Any member whose bond has been redeemed and wishes to rejoin the Club may do so upon payment of the $1,000 initiation fee or by purchasing a single season membership.

(b) All other bond redemptions shall be made at times and upon terms set from time to time by the Board of Directors.

ARTICLE XVI 

INTERPRETATION

The Board of Directors shall resolve any question involving the interpretation of this Code of Regulations. The interpretation of the Board of Directors shall be final and binding on every member.