By-Laws of the Oswegatchie Hills Club, Incorporated
Article 1: Purposes
1.1 The official purposes of the Oswegatchie Hills Club, Inc. are set forth as follows in its Articles of Association dated September 13, 1934, filed with and approved by the Secretary of the State of Connecticut on September 27, 1934:
“The purposes for which said Corporation is found are the following: to establish and maintain a clubhouse, golf course, tennis courts and stables; to provide and maintain for its members facilities for golf, tennis, riding and other sports; to cultivate a social and recreational spirit among its members and to do generally whatever may seem for the advancement, diversion, or pleasure of the members not inconsistent with the Laws of the State and other activities as may be allied therewith.”
1.2 These By-Laws, by resolution adopted September 2, 1974, are hereby amended to expressly record that the long existent swimming and beach facilities of the Club were originally established in accordance with the purposes aforesaid and continue to be maintained as a predominant and significant facility of the Club.
Article 2: Membership
2.1 Eligibility for Membership
All persons eighteen (18) years of age or older, together with the members of their families, who are year round residents, summer residents, or property owners in the area specified in Section 2.1.1. (Property is defined as Real Estate for the purposes of these By-Laws).
2.1.1 The boundaries of the Oswegatchie Hills Club shall be as follows:
Beginning at Lot 19A, tax assessors map 32 and thence proceeding parallel to Oswegatchie Hills Road and thence parallel to Quarry Dock Road to its end as of September 1, 1991. Thence Southeasterly and Southerly along the shoreline to the furthest extent of Smith Cove. All homes abutting these roads will be considered within the boundaries of the Oswegatchie Hills Club.
2.2 Types of Memberships
2.2.1 The following types of active memberships will be accorded full and unrestricted use and privileges of Oswegatchie Hill Club, in accordance with provisions defined in section 2.3.
2.2.1. A Family Membership
Two adults or single parent with dependent children less than 25 years of age. Also couples where neither has reached the age of 65 years.
2.2.1. B Individual Membership
Single person, under age 65, with no spouse, cohabitant or dependent children less than 25 years of age.
2.2.1. C Retiree Membership
Person or couple, one of whom has reached the age of 65, regardless of employment status, without dependent children less that 25 years of age.
2.2.1.D Special Membership
Persons meeting criteria of 2.2.1.A, 2.2.1.B or 2.2.1.C and have belonged to the Oswegatchie Hills Club, or have been a member of a member family and no longer reside within the Oswegatchie Hills Club boundaries set forth in paragraph 2.1.2.
2.2.1.E Life Members
A Life Member shall be a person to whom an honorary privilege of non-payment of dues shall have been granted in consideration and recognition of the contribution of some extraordinary service or endowment. Such a membership shall be granted by the Club only in the most unusual and meritorious circumstances following nomination by the Board of Directors and confirmed by election of the general membership. A Life Membership shall apply only to an individual and his or her family, and shall not be extended to any other persons in the event of death, resignation or other termination of membership.
2.3 Election of Members
2.3.1 Application for Membership
Application for Membership shall be made in the following way: a) completion of an appropriate membership application form; b) payment of dues for the ensuing year according the the schedule established by the Board of directors; c) submission of the completed application, together with the dues to the Club Treasurer for referral to the Secretary for action by the Board of Directors; d) receipt of a copy of the By-Laws.
2.3.2 Status of Applicants
Applicants may have the privilege of usage of the facilities while waiting for the Board of Directors to take action on their application, but shall not have the right to vote or hold office.
2.3.3 Board of Directors Role Regarding Membership
The Secretary of the Club shall present to the Board of Directors at either a Regular or Special Meeting where applications for Membership are being considered, a list of applications for action by the Board. A three-fourths vote of the Directors present shall be required for election. Election confirms the understanding implicit in the application that the new Member and Guests will fully and conscientiously abide by the By-Laws and Rules adopted by the Board of Directors or the General Membership of the Corporation.
2.4 Rights, Privileges and Obligations of Members
2.4.1 Club Activities and Facilities
All activities and facilities of the Club shall be open to members within the rules, regulations and periods of play applicable to such activities and facilities. A Policy Manual describing activity and facility rules and guidelines shall be kept current.
2.4.2 Members’ Families
Membership shall entitle all members of the family and permanent summer household to the use of Club facilities and to participation in Club sponsored activities. This includes dependents who are not yet twenty-five years of age
2.4.3 Members’ Guests
A “guest” is defined as a visitor who is not part of the member’s permanent household. Guests shall have the privilege of using Club facilities, but shall be ineligible to participate in Club sponsored contests, tournaments, or events in which awards are given or recognized. Members are expected not to abuse the guest status. To participate in Labor Day activities, see 2.4.5.
2.4.4 Tenants/Summer Rentals
Tenants/Summer Rentals of premises owned or managed by a Club member shall not be deemed “guests”. Members leasing premises to non-members shall clarify this matter with them. All tenants and summer rentals are eligible for membership as defined in 2.1.
Summer rentals of two weeks or less shall be informed, that upon receipt of a fee, determined each year as part of the budget process, they will have the privilege of using Club facilities, but shall be ineligible to participate in Club sponsored contests, tournaments, or events in which awards are given or recognized. To participate in Labor Day activities, see 2.4.5.
2.4.5 Labor Day Participation
Upon receipt of a participation fee, to be determined each year during the budget process, extended family of members, former members, members’ guests and tenants, as defined in 2.4.4, may participate in Labor Day Land and Water Sports, and are eligible to receive awards associated with these events. One (1) fee will cover each extended family unit of a member.
2.5 Membership Dues
2.5.1 Dues Payable by Members
Dues shall be proposed by the Board of Directors each year for approval by the General Membership at its annual meeting. The Board of Directors shall be authorized to propose dues in varying amounts for the types of Memberships listed in paragraph 2.2.
2.5.2 Delinquency in Payment
Members who have neither paid their dues nor made arrangements to pay them at the proper time will be subject to the following steps: a) a visit by a member of the Membership Committee and/or a second billing; b) those whose dues remain unpaid at the end of the Club year (November 1) shall forfeit their Membership; c) such individuals shall have the right to apply for reinstatement the following year.
2.6 Voluntary and Involuntary Termination of Membership
Any member may resign from Membership upon written notice to the Secretary, provided such resignation does not release the Member from proper payment of all dues and other indebtedness to the Club.
Any Member may be expelled by the Board of Directors for non-payment of dues (Section 2.5.2) or for such other sufficient cause as may arise under either the By-Laws or applicable laws of the State of Connecticut. If a Member declines to resign at the request of the Board of Directors, the Board, pursuant to either to its own resolution or upon written petition, may conduct a hearing. The Member proposed for expulsion shall have the right to appear at such a hearing and defend himself against the charges specified. After the hearing has been concluded, the matter shall be resolved by a three-fourths vote of the Board of Directors.
Article 3: Officers and Directors
The Officers of the Corporation shall be a President, (or Co-Presidents which would consist of two (2) individuals,) one or more Vice-Presidents, a Secretary and a Treasurer.
3.2 Board of Directors
The affairs of the Corporation shall be managed by a Board of Directors consisting of its officers, ten (10) Directors at large, each Directors having one (1) equal vote in all matters. (The office of President or Co-Presidents shall have one (1) vote.) Attendance of Officers and Board members is expected for 75% of the meetings. Ex-officio, non voting members of the Board of Directors shall include Committee Chairs, a representative of the Saunders Point Association and, at the discretion of the Board, a youth representative.
3.3 Terms of Office
Officers and Directors shall be elected to serve for a period of two (2) years, five (5) Directors to be elected at each annual meeting. The terms of all Officers and Directors shall begin on the tenth day of September in the year each shall be elected, except for the Treasurer, whose term shall begin on the first day of November of such year. No Officer or Director shall be eligible to serve for more than two (2) consecutive terms unless the restriction is suspended by the General Membership at its annual meeting or a special meeting. A three-fourths majority vote shall be required.
3.4 Election of Officer and Directors
All Officers and Directors shall be elected upon receipt of a majority vote of the active Members present at the annual meeting.
3.5 Powers and Duties of the Board of Directors
The Board of Directors shall have such powers and duties as are prescribed and permitted by the applicable laws of Connecticut for a Board of Directors. In particular, it shall direct the care of funds for the Club, make appropriations for specific purposes not to exceed fifteen hundred dollars ($1,500.00) unless otherwise allocated in the annual budget and duly approved by the General Membership, act upon questions relating to the acceptance or expulsion of Members and, in general, supervise and administer the affairs of the Club through its Officers and Committees. It shall adopt such rules, regulations and policies as shall be deemed necessary to properly regulate activities and the use of Club properties and facilities, and each year shall appoint a nominating committee.
3.6 Vacancies in Office
The Board of Directors may authorize any Officer, Director, Active Member or Committee to perform any act or function herein specified to be performed whenever by reason of death, continued absence, disability or other sufficient cause such authorization is deemed necessary or convenient. In the event of a vacancy among the Directors, the same may be filled by the President, with the majority consent of the remaining members of the Board, the term of any such appointment to expire on September 10 next following.
3.7 Duties of the President
It shall be the duty of the President to preside over all meetings of the Corporation and the Board of Directors. The President shall direct corporate affairs subject to the approval and guidance of the Board of Directors, shall appoint committees (other than the Nominating Committee) and enforce all rules, regulations and policies adopted by the Corporation or by the Board of Directors in accordance with these By-Laws.
3.8 Duties of the Vice-President
The Vice-President shall perform the duties of the President during his absence or inability to act.
3.9 Duties of the Secretary
The Secretary shall keep a record of the minutes of all meetings of the General Membership and the Board of Directors, and shall provide each Director with a written copy of the minutes of each such meeting within fifteen (15) days from the date thereof. The Secretary shall at all times maintain a roster of the names and addresses of all members of the Corporation and, in general, shall perform such other duties as are prescribed by these By-Laws or by resolution of the Board of Directors. The Secretary shall also keep the Oswegatchie Hills Club Policy Manual current.
3.10 Duties of the Treasurer
The Treasurer shall be responsible for the collection, receipt and disbursement of all monies. The Treasurer shall render reports at the annual Corporation meeting and prior to each meeting of the Board of Directors. Such reports shall disclose all receipts and disbursements during the period following the Treasurer’s last such approved report and shall further disclose the balances on hand as of the date of each said report. The accounts of the Treasurer shall be audited annually by a professional accountant selected by the Board of Directors or by a Committee so selected consisting of two (2) active Members, neither of whom shall concurrently hold office or be a Director of the Club.
Article 4: General Membership Meetings
4.1 Annual Meeting
The Annual Meeting of the General Membership of the Corporation shall be held on the Sunday preceding Labor Day of each year.
4.2 Special Meeting
A Special Meeting of the General Membership may be called by the Board of Directors or upon written petition signed by fifteen (15) Members and delivered to the Secretary of the Board of Directors. A petition calling for a Special Meeting must include the general purpose of such call and a disclosure of all matters to be specially considered at such meeting.
4.3 Notices of Meetings
Notice of any Special Meeting called by petition shall be forwarded by the Secretary to all Members of the Corporation within two (2) weeks of the receipt of said petition and not less than fifteen (15) days prior to the date selected for such meeting. Notice of a Special Meeting independently called by the Board of directors upon its own motion shall be forwarded to all members not less than fifteen (15) days prior to such meeting.
4.4 Place of Meeting
All meetings of the General Membership of the Corporation, whether Annual or Special, shall be held at a location designated by the Board of Directors within the confines of the area generally known as Saunders Point, East Lyme, Connecticut.
4.5 Voting at Meetings
Only Active Members in good standing shall be entitled to vote at any Annual or Special Meeting of the General Membership, and only one (1) person in each family holding a single Active Membership shall be entitled to cast the said vote. Except for proposed amendments to these By-Laws, all matters and issues properly before the Membership shall be decided by simple majority vote.
4.6 Quorum at Meetings
Not less than fifteen (15) Active Members qualified to vote shall constitute a quorum for the transaction of business at any Annual Meeting or Special Meeting.
4.7 Robert’s Rules of Order
Unless in conflict with these By-Laws, Robert’s Rules of Order shall govern this Corporation in all General Membership Meetings.
Article 5: Board of Directors Meetings
Regular Meetings of the Board of Directors shall be scheduled annually by the President on any day during the first eight (8) days of July, any day during the first eighteen (18) days of August, and on Labor Day Weekend, Special Meetings shall be held at the call of the President or upon the reasonable request of one or more Corporate Members subject to the Board’s discretion. Written notice of Special Meetings shall be given to each Board Member fifteen (15) days in advance of such meeting. Unless otherwise specifically provided herein, all matters or issues before the Board of Directors shall be decided by a simple majority vote of the Members present and voting, a quorum being in attendance.
Eight (8) Members of the Board of Directors present at any regular or Special Meeting shall constitute a Quorum. If less than eight (8) are present, those in attendance may adjourn the meeting to a future date.
Article 6: Fiscal Year
6.1 Fiscal Year
The fiscal year of the Corporation shall begin on November 1 and end on October 31 of the ensuing year.
Article 7: Amendments to the By-Laws
7.1 Amendments to the By-Laws
These By-Laws may be amended at any Annual Meeting or Special Meeting of the General Membership called pursuant to and consistent with the provisions of Article 4 of these By-Laws, excepting and providing, however, that a three-fourths vote shall be required for the adoption of any such proposed amendment. Written notice must be sent fifteen (15) days in advance of any proposed change.
These By-laws were adopted September 13, 1934 and were amended:
September 2, 1974
September 3, 1976
June 27, 1992
July 3, 1993
September 3, 1995
September 3, 2000
September 4, 2011