THE NEIPSIC TENNIS CLUB, INC.
CERTIFICATE OF INCORPORATION
ORIGINAL – JULY – 1965
Revised June 2009
THE NEIPSIC TENNIS CLUB, INC
The certificate of incorporation of The Neipsic Tennis Club, Inc. provides, in part, as follows:
The purposes of the Corporation are to operate, maintain and conduct a private non-profit organization for encouraging and participating in the sport of lawn tennis and other athletic and recreational activities, and to obtain, establish and maintain such facilities as are necessary or convenient to accomplish such purposes, and, in conjunction therewith, to possess all powers enumerated and set forth in Section 33-428 of the General Statues of the State of Connecticut, Revision of 1958, pertaining to Nonstock Corporations, and any and all other powers which such corporation may lawfully possess.
No part of the Corporation’s income is distributable to its members, directors or officers and the Corporation shall not have or issue shares of stock or pay dividends.
There shall be two (2) classes of members:
Any person eighteen (18) years of age or over may become a voting member. Each voting member shall be entitled to vote on each matter submitted to a vote of the members. In the absence of the voting member, the spouse who is a non-voting member may vote instead. A voting member and/or a non-voting member joining the club on or after May 1, 2008, shall not be entitled to vote on matters pertaining to and submitted to a vote of members dealing with any issue regarding the Participation Certificate. However, a voting member joining the club on or after May 1, 2008 shall be entitled to vote on all other matters in the same manner as voting members who joined the club prior to May 1, 2008. All voting members shall have the right to use all of the facilities and participate in all of the activities of the Corporation subject to the By-Laws and such rules and regulations as may from time to time be adopted by the Corporation. Voting members shall be required to pay such dues and assessments as may from time to time be levied or assessed by the Corporation. Voting membership may be subject to suspension, cancellation or revocation by reason of non-payment of dues, assessments or fees, and/or by reason of failure to comply with the By-Laws, rules or regulations of the Corporation.
The spouse of a voting member and his children who are full time students, and his children who are under eighteen (18) years of age, shall be automatically entitled to become non-voting members, provided that the membership of the voting member is in full force and effect. Non-voting members shall have the right to use the facilities and participate in the activities of the Corporation subject to the By-Laws and such rules and regulations as may from time to time be adopted by the Corporation. Non-voting members shall be required to pay such dues and assessments as may from time to time be levied or assessed by the Corporation. Non-voting membership may be subject to suspension, cancellation or revocation by reason of non-payment of dues, assessments or fees, and/or by reason of failure to comply with the By-Laws, rules or regulations of the Corporation. Non-voting members shall not be entitled to vote on any matter submitted to a vote of the members.
THE NEIPSIC TENNIS CLUB, INC.
ARTICLE I – MANAGEMENT
Section 1. Board of Directors. The management of the affairs of the Corporation shall be in the hands of the Board of Directors, whose members include the elected officers (president, vice-president, secretary and treasurer) of the Corporation plus chairpersons of the standing committees (Finance, Courts and Grounds, Membership, Men’s Events, Women’s Events and Special Projects (such as publicity or any other duties designated by the Board of Directors)).
Section 2. How Elected. Directors (the chairperson of the standing committees) shall be chosen from the voting members (or their spouses) by a majority vote of the voting members present or by proxy at the annual meeting of members. The other directors shall be the president, vice-president, secretary and treasurer of the Corporation, who, upon their election to such offices, shall automatically become members of said Board. Directors shall serve for a period of one year, or until their successors are elected.
Section 3. Vacancies. The Board of Directors shall have the power to fill any vacancy occurring in said Board for any cause other than the expiration of term of office. Provided, however, such persons appointed to fill such vacancies shall serve only until the next annual meeting.
Section 4. Officers. The officers of the Corporation shall be chosen from voting members (or their spouses) and shall be as follows: president, vice-president, secretary and treasurer. Each of whom shall serve for a one-year term. The officers of the Corporation shall be elected at the annual meeting by a majority vote of the voting members present in person or by proxy.
Section 5. President and Vice-President. The president shall preside at all meetings of the Corporation and at all meetings of the Board of Directors. He shall have the power to appoint such committees as may be necessary, in addition to the committees provided for in these By-Laws, with approval of the Board of Directors. Such committees shall act under the direction of the Board of Directors. He shall have general authority to exercise all of the administrative powers usually pertaining to the office of president of a corporation. The vice-president, in the absence or disability of the president, shall act in his stead.
Section 6. Secretary. The secretary shall keep a record of all meetings of the Corporation and of the Board of Directors and perform such duties as are performed by secretaries of corporations.
Section 7. Treasurer. The treasurer shall collect and keep safely all the funds of the Corporation and shall perform such duties with respect to the accounts, finances and financial obligations of the Corporation as are usually performed by treasurers of corporations. At each annual meeting, in cooperation with the Finance Committee, he shall render a full and complete report of the finances of the Corporation for the preceding year and such other statements as shall be then or from time to time required of him by the Board of Directors.
Section 8. Removal. The officers of the Corporation or any one of them, may be removed from office for cause by a two-thirds vote of the full Board of Directors, and replacements to serve for the unexpired term of office may be selected by majority vote of the full Board.
Section 9. Meetings of Members. The annual meeting of the Corporation for the election of officers and directors and other business shall be held at such time and place as shall be determined by the Board of Directors. Special meetings of the Corporation may be called at any time by call of the president, or by call of three directors, or by request of at least one-fifth of the voting members of the Corporation. Each such call or request must be communicated in writing to the secretary. The secretary shall notify all members of each annual or any special meeting at least fourteen days prior to the day for any such meeting, stating the date, place and hour thereof. As to any special meeting, the general purpose or purposes thereof must also be stated and no other business shall be transacted at such meeting.
Section 10. Quorum. One-fifth of the voting members present in person or by proxy shall constitute a quorum at any meeting of the Corporation.
Section 11. Meetings of Directors. Regular meetings of the Board of Directors shall be held quarterly at such time and place as shall be designated by the president. Notice of which shall be given by the secretary to each director. Special meetings may be held at the call of the president or at the request of three directors and submitted in writing to the secretary. Notice of any special meeting shall be given by the secretary to each director at least seven days prior to the date for such special meeting as well as any regular meeting. A majority of the Board of Directors shall constitute a quorum. Representation by proxy is prohibited at meetings of directors.
ARTICLE II - MEMBERSHIP
Section 1. Procedure. The Membership Chairman shall provide a letter of introduction and an application form to persons interested in becoming members. The person must submit a completed application to the Membership Chairman, who shall add the name to the waiting list, in chronological order of receipt of applications. The Board of Directors shall be informed of the names of applicants on the waiting list. Each applicant shall be taken into membership in chronological order as openings permit.
Section 2. Exceptions to Procedure. In each of the following situations, a person’s membership has ended. However, the person may resume membership, ahead of all applicants on the waiting list, upon payment for annual dues. (This may result in temporarily exceeding the Limitation on Membership per Section 4).
A child of a family member reaches the age of twenty three
A spouse is removed from a member family by divorce
A person who previously resigned from the Corporation
Section 3. Notification and Acceptance of Membership. When an opening for membership arises, the Treasurer shall notify the applicant, in writing, of his opportunity for membership and his obligations:
a. To give notice to the Treasurer of acceptance or rejection of membership within ten days of notification and
b. To qualify as a member by making payment within the time specified herein of all amounts due the Corporation under these By-Laws.
The Treasurer shall provide the new member with keys to the facilities, copies of the By-Laws and the Club Rules. Notification of applicant, wherever used in these By-Laws, shall mean the date on which notice is mailed or otherwise delivered by the Corporation to inform an applicant of his opportunity for membership.
Section 4. Limitation on Membership. The voting membership of the Corporation shall not exceed one hundred, or such other number as may from time to time be authorized by a two-thirds vote of the full membership of the Board of Directors and confirmed by a two-thirds vote of the voting membership, present or by proxy, at an annual meeting or special meeting.
ARTICLE III – DUES AND CHARGES
Section 1. Dues.
With the advice of the Finance Committee, each year the Board of Directors shall, by a majority vote of its full membership, establish in an amount sufficient, but not greater than required, to provide for the reasonable operating expenses of the Corporation, the proper maintenance and minor improvement of its property, to enable desired debt repayment, and a reasonable reserve for contingencies. In establishing the annual dues of members, the Board of Directors shall fix a base amount for voting members and shall, in the case of families, add to this amount an additional sum for each non-voting member in the family requesting eligibility to use the facilities of the Corporation.
Applicants notified after October 1st in any calendar year shall pay no dues for that year but shall pay full annual dues by May 1st of the succeeding year. Applicants notified on or before June 1st in any calendar year shall pay full annual dues for that year by May 1st or within 20 days of notification, whichever is later. Applicants notified after June 1st but before October 1st shall, within 20 days after notification, pay that portion of the full annual dues for that year, prorated as approved by the Board of Directors.
Any member may resign at any time by delivering a written notice of resignation to the president or secretary, but a member whose resignation is received after May 1st in any year shall be held liable for payment of the full annual dues for such year. Members who resign on or before May 1st in any year shall not be liable for annual dues for such year.
Section 2. Assessments. The Board of Directors may, by the affirmative vote of two-thirds of the full membership of the Board, adopt By-Laws levying assessments against voting members, provided, however, such assessments shall not become effective until approved by the affirmative vote of a majority of the voting members present, in person or by proxy, at a meeting of members called for the purpose of considering each such assessment.
Section 3. Participation Certificate.
Those members who joined prior to May 1, 2008, each purchased a non-interest bearing Participation Certificate for $750. This payment is to become and remains part of the overall capital investment in the Corporation and is evidenced by a Participation Certificate issued by the Corporation.
Such capital investment, less any amount owed to the Corporation by such member (and his family), shall be refunded to such member in the event of his termination of membership and surrender of his Participation Certificate. However, because of unforeseen financial considerations said refund may not be paid immediately upon surrender of the Participation Certificate but said refund shall be paid no later than such time as the aggregate number of paid up members equal the maximum membership authorized under Article II, Section 4. A member may not sell or transfer his Participation Certificate, either voluntarily or involuntarily, except to surrender it to the Corporation.
A voting member joining the club on or after May 1, 2008 will not have purchased a Participation Certificate. Therefore, no refund shall be given to such a member in the event of his termination of membership.
Section 4. Indebtedness. When any indebtedness of any member to the Corporation shall remain unpaid for a period of thirty (30) days after its due date, the membership of such member may, after fifteen (15) days notice in writing thereof, be terminated by the Board of Directors.
ARTICLE IV – GUESTS
Section 1. Guest Privileges. A member of the Corporation may invite guests to enjoy the use of the Corporation’s facilities, subject, however to the limitations contained in the rules and regulations pertaining to guest privileges issued by the Board of Directors.
ARTICLE V – COMMITTEES
Section 1. Appointments. The Board of Directors shall, as soon as practical after the annual meeting, appoint the following standing committees for the ensuing year: Finance, Courts and Grounds, Membership, Program – Men’s Events and Women’s Events, Special Projects (Publicity, etc.). The Board of Directors shall select and appoint a Nominating Committee in anticipation of the annual meeting. The chairmen of the standing committees shall be members of the Board of Directors.
Section 2. Finance Committee. The Finance Committee, in cooperation with the treasurer, shall prepare the annual operating budget for submission to the Board of Directors at its first meeting of the ensuing year and shall exercise general supervision over the financial transactions and planning of the Corporation.
Section 3. Courts and Grounds Committee. The Courts and Grounds Committee shall supervise the maintenance of the courts and have general supervision of the improvement and maintenance of the property of the Corporation.
Section 4. Membership Committee. The Membership Committee shall investigate and report upon candidates for membership. The chairman of the Membership Committee shall keep available for review by any member of the Corporation a list of candidates (in chronological order of receipt of proposals) approved for membership. The treasurer shall be an ex-officio member of this committee.
Section 5. Program Committee Men’s Events and Women’s Events. The Program Committee shall prepare the program of instruction, competition and entertainment for the membership in Men’s Events and Women’s Events and shall exercise supervision over the same.
Section 6. Special Projects Committee. The Special Projects Committee shall have general supervision over publicity and public relations of the Corporation and shall assume such other duties as may from time to time be assigned to it by the Board of Directors.
Section 7. Nominating Committee. At the annual meeting, the Nominating Committee shall present a recommended list of officers and directors who shall be placed before the meeting as candidates for election. At this meeting, nominations for any office or directorship may also be made from the floor, providing the consent of the nominee has previously been obtained.
ARTICLE VI – AMENDMENT OF BY-LAWS
Section 1. Amendment of By-Laws. Except as otherwise specifically provided herein, adoption, repeal or amendment of By-Laws shall be accomplished by:
The affirmative vote of a majority of the full Board of Directors, plus the affirmative vote of a majority of the voting members present in person or by proxy at a meeting of members called for the purpose of considering the action of the Board, or
The majority vote in person or by proxy of the full voting membership at a meeting called for the purpose of such amendment.
Section 2. Notice of Proposed Amendment. Notice shall be given to members, or to directors, respectively, of any meeting of members or of the Board of Directors at which action upon the By-Laws is to be taken, which notice shall state in detail the substance of the proposed action.
Section 3. Required Vote. No By-Law provision prescribing the vote required to take any particular action shall itself be amended by a lesser vote. For example, a By-Law provision that specifies a two-thirds vote of the full voting membership to take an action can be amended only by a two-thirds vote of the full voting membership. (A vote per Section 1, above, would be a lesser vote.)
ARTICLE VII – MISCELLANEOUS
Section 1. Auditors. The Board of Directors shall cause the books of the Corporation to be audited annually by the Finance Committee. The report of the Finance Committee shall be available to the members upon request.
Section 2. Suspension and Expulsion. Any member may be suspended for cause for a period not exceeding three months by a two-thirds vote of the directors present at any meeting thereof, or be expelled by a two-thirds vote of the full membership of the Board. Cause for suspension or expulsion, shall in general consist of violation of these By-Laws or the rules or regulations of the Corporation or of conduct unbecoming a lady or gentleman.
Section 3. Interpretation. Any question as to proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Directors.