BY-LAWS of the LOVELADIES TENNIS CLUB (January 2020)
ARTICLE I – PURPOSE The Loveladies Tennis Club (hereafter designated “the Club”) is a nonprofit corporation organized pursuant to Title 15A of The Revised Statutes of New Jersey. The purpose of The Corporation shall be: the maintenance of a suitable clubhouse and tennis facilities for the benefit of its Members, to foster tennis activity and friendly social relations among its Members.
ARTICLE II – REGISTERED OFFICE The registered office of the Club and its registered agent shall be designated by the President from time to time. The present registered agent Seymour Koslowsky and its registered office is 784 Lenape Trail, Westfield, NJ 07090. Any change thereof shall be filed as is required by title 15A of the Revised Statutes of New Jersey.
ARTICLE III – MEMBERSHIP AND USE OF CLUB FACILITIES Section 1. Eligibility: Any person of good character shall be eligible to become a Member, regardless of race, creed, color, sex, or national origin. (a.) Shareholding Members: Any Member who has purchased a Membership Share is a Shareholding Member and entitled to vote–provided dues have been paid for that year–at any special meeting or at the annual meeting of the members. Shareholding Members shall only be entitled to one vote per Membership Share whether or not such Member has a spouse who has been deemed a Member by virtue of Article III, Section (d). Any disagreement as between a Member and such spouse on a vote shall nullify the vote. (b.) Non-Shareholding Members: Any Member who has not purchased a Membership Share is a Non-Shareholding Member and is not entitled to vote at any special meeting or at the annual meeting of the members. (c.) Additional Membership Matters: A Member and his or her Spouse shall each be Members of the club. A Spouse shall mean the partner of a Member or an adult who, in the conclusive judgment of the Membership Committee, occupies the equivalent social relationship to the member regardless of marital status or sex.
Section 2. Rights and Privileges: Each Member in good standing shall be eligible to hold office and shall be entitled to all of the Club’s privileges and use of the Club’s facilities.
Section 3. Use of Club: Members shall be entitled to priority in use of the Club facilities. The President shall designate a Rules Committee which shall from time to time establish the rules for the guidance of the Membership in the use of the tennis courts. Such rules shall be submitted to the Trustees for approval prior to being instituted.
Section 4. Membership Application: Applications for Membership shall be in writing, in such a form and content and with such application fee as the Membership Committee may prescribe and as approved by the Trustees from time to time. Upon receipt of any application and subject to approval by the Trustees, as openings occur, the required subscription amount for a membership share, initiation fee, and dues as prescribed by the Trustees shall be paid to complete the Membership process. The Trustees shall, at any time, have unfettered discretion to accept or reject any applications for Membership without being required to state any reason for such actions. (a.) Summer Players: At their discretion the Trustees may from time to time invite those appropriate persons on the waiting list to become summer players for the period commencing the last weekend of June and ending on Labor Day of each year. Summer players shall be subject to such terms and conditions as the Trustees may from time to time establish. Such selection of summer players may be made without regard to precedence of applications to such waiting list and may omit persons on such waiting list.
Section 5. Expulsion or Suspension: Any Member or summer player may be expelled or suspended for cause. Such cause shall include, but shall not be limited to, any of the following: (a.) Gross or flagrant violation of any of the rules and regulations governing the use of any of the facilities of the Club, as may be established from time to time by the Officers, Trustees or Committees having jurisdiction in the premises. (b.) A course of conduct of repeated or persistent violation of rules or regulations over a period of time. (c.) The refusal to comply with any reasonable request, demand or instruction by an Officer, Committee Member, or Manager of the Club, acting under authority duly delegated to such person in accordance with these By-laws. (d.) Any unsportsmanlike or offensive conduct, of a gross or flagrant nature persisted in and maintained over a period of time. (e.) Any Member may be automatically suspended in the event of non-payment of dues or any part thereof by April 1st of each year, provided that written notice of suspension shall be mailed at least fifteen (15) days in advance of the date of suspension; and provided further, that the Trustees shall have the right to extend the date for payment with or without cause, or to remit or forgive dues in whole or in part, in cases of severe financial hardship or for other cause deemed sufficient by the Trustees. Any Member suspended for non-payment of dues may be reinstated prior to April 1st of the next succeeding year upon the payment of unpaid dues and the late payment penalty as shall be applicable. (f.) Any Member whose dues shall remain unpaid for two consecutive April 1st payment dates shall be expelled from Membership; and, if the Trustees elect to repurchase the Membership share of the expelled Member, there shall be deducted from the repurchase payment one year’s dues and late penalty. Expulsion or suspension for cause other than nonpayment of dues shall be upon the recommendation of the Membership Committee and subject to the approval of the Trustees. No order of expulsion for cause other than non-payment of dues shall be made until the Member in question has been provided with notice, and without full discussion by the Trustees and such action as determined by the Trustees.
Section 6. Leave of Absence: A member may request, by April 1 of any year, a leave of absence for that year. A member on leave shall not be obligated for dues in the year in which he/she is on leave. However, a member on leave shall be obligated to pay any assessments or special fees levied by the club during the year(s) of his/her leave of absence. After a first leave of absence, subsequent leaves of absence may be granted with the approval of the club president, treasurer, and membership chairperson. Members on leave, who are shareholders, forfeit their right to vote at any special or annual meeting during the period of their leave.
ARTICLE IV – SHARES – FEES – DUES AND ASSESSMENTS Section 1. Financial Obligations: On or before March 15th of each year, the Trustees shall fix the subscription amount for shares, initiation fees, dues, and assessments with respect to the fiscal year then current. Said amount may not be increased or decreased except upon recommendation of the Trustees and ratification by the voting Membership.
Section 2. Payment of Dues: After the dues for the current year shall have been fixed as defined in Section 1, the Treasurer shall mail a notice to each Member requesting payment of such dues as fixed by the Trustees by April 15th of that year.
Section 3. Purchase of Shares: Members may be obligated to purchase a Membership share in the Club in the amount fixed from time to time by the Trustees. Upon termination of Membership, the share is only transferable as provided hereinafter. The Member must first may offer the Corporation the option to repurchase the share at a price set by the Corporation. The offer shall be made in writing and sent by certified mail to the President and Secretary of the Loveladies Tennis Club. The Board of Directors or the Executive Committee acting on its behalf, shall have ninety (90) days or until the following May 1st following such offer, whichever is later longer, to repurchase such offered share at a price set by the Corporation. A Membership share is also transferable to the a child of the shareholder. Upon such transfer, the child (and child spouse), shall replace the parent(s) as shareholder. The transfer of a membership share to the child shall be effective upon payment to the Treasurer of the positive difference (if any) between the current share price and the price paid by the parent. No other transfers of shares shall be permitted and any transfer in violation of this prohibition shall be void ab initio. (Revised 9/3/17)
Section 4. Obligation for Dues: All Members in good standing as of the close of each fiscal year shall be presumed to have accepted the obligation to pay dues and other obligations of Membership for the year next ensuing, unless prior to, or within fifteen (15) days after, the mailing of invoices for dues for each ensuing year, the Member shall have notified the Membership Chairperson of his desire to withdraw from Membership. In the absence of such notice, said liability shall be effective on the twentieth day after said mailing.
Section 5. Assessments: The Trustees shall have the power at any time to make special assessments upon Members in such amounts as they may determine, without limitation or restriction, except that no such assessment shall be effective until ratification at a regular or special meeting of the Members pursuant to notice, which notice shall be ten days in advance.
Section 6. Liability: Officers, Trustees or Members of the Club shall not be personally liable for any act or omission while acting on behalf of the Club, except for fraud or willful conversion of the Club’s property or funds and to the extent permissible by law such Officers, Trustees or Members shall be indemnified and saved harmless (including but not limited to providing a legal defense) by the Club for any claim asserted or aforesaid.
ARTICLE V – BOARD OF TRUSTEES Section 1. Election Terms: The business and affairs of the Club shall be managed by a Board of twenty Trustees, consisting of the President, two Vice-Presidents, Treasurer, Assistant Treasurer, Recording Secretary, Corresponding Secretary, the two last retired Presidents and eleven other Trustees. Trustees shall be elected for a two (2) year term.
Section 2. Powers: The Trustees shall have all of the powers conferred under Title 15A of the Revised Statutes of New Jersey or by these By-laws. Said powers shall include, without being restricted to, the following specific powers: (a.) To purchase or otherwise acquire for the Club any property, right, or privilege which it is authorized to acquire at such price or consideration, and upon such terms as it may deem expedient; to confer upon any Officer, agent, manager or employee of this Club the power of appointment, removal or suspension, the determination of his duties, and fixing of his/her salary and terms of employment; to determine who shall be authorized, on behalf of this Club, to sign bills, notices, receipts, endorsements, checks, releases, contracts and any other instruments; to delegate any of the duties of the Trustees to any standing committee, special committee, or to any Officer, agent or manager of the Club, with such powers as the Trustees may deem fit to grant; and to delegate any or all of the powers of the Trustees to an Executive Committee consisting of two or more Trustees by resolution adopted by a three-fourths majority of the Trustees; and to remove any Officer for cause or declare vacant any office for cause. (b.) In addition, the Trustees shall have the power to borrow money, or purchase, sell, lease away or otherwise dispose of any real estate, if authorized to do so by a resolution adopted by a majority of the voting Members of the Club present at any regular or special meeting, duly convened on ten (10) days prior notice of any such intended action.
Section 3. Meetings: The Trustees shall meet not less than once annually on a date, as fixed by the President, between the annual meetings of Members. Special meetings of the Trustees may be called by the President whenever the President shall deem necessary or upon the written request of five or more Trustees. Notice of meetings of the Trustees shall be given to the Trustees at least ten days in advance of any regular, or five days in advance of any special meeting.
Section 4. Transaction of Business: Eight Trustees shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Trustees present at such a meeting, shall be valid and binding. If all the Trustees shall, severally or collectively, consent in writing to any action to be taken by the Club, such action shall be as valid corporate action as though it had been authorized at a Trustee meeting.
ARTICLE VI – OFFICERS Section 1. Number: The Officers of the Club shall consist of a President, a first Vice-President, one additional Vice President, a Recording Secretary, a Corresponding Secretary, a Treasurer and an Assistant Treasurer. The officers shall be in good standing and elected for a term of two (2) years.
Section 2. Duties of Officers: The President: (a.) The President shall be the chief executive officer of the Club. The President shall preside at all meetings of the Members and Trustees; shall have charge of the general and active management of the business of the Club, and general supervision and direction of all other Officers of the Club; shall be ex-officio a member of all committees; and shall have all of the other powers, duties and management usually vested in the office of President. (b.) Vice Presidents: There shall be a first and second Vice-President vested with all the powers and shall perform all the duties of the President during the absence of the latter in order of their designation and shall have such other duties as may, from time to time, be assigned by the President or the Trustees. (c.) Recording Secretary: The Recording Secretary shall attend all sessions of the Trustees and all meetings of Members, and shall record all votes and minutes of all proceedings in a book to be kept for that purpose and perform such other duties as charged by the President. (d.) Corresponding Secretary/Membership Chairperson: The Corresponding Secretary/Membership Chairperson shall be custodian of the corporate seal, shall keep the current Membership list, record the retirement of any Members (or leave of absence), and shall perform other such corresponding duties as assigned to him/her by the President of the Trustees. (e.) Treasurer: The Treasurer, under the direction of the Board, shall have charge of the funds of the Club and shall deposit the same in the name of the Club in depositories as may be designated by the Trustees; shall, singly or together with any other Officers, as the Trustees may designate, sign all checks drawn on the funds of the Club and shall make a complete and accurate report of its finances at each annual meeting of the Members, and at such other times as may be directed by the Trustees. (f.) Assistant Treasurer: The Assistant Treasurer shall perform the duties of the Treasurer during the absence of the latter and such other duties as may be assigned by the Trustees.
ARTICLE VII – MEMBERSHIP MEETINGS Section 1. Annual Meeting: The annual meeting of the Members shall be held on a date fixed by the President, usually the Sunday of Labor Day Weekend. However, if said meeting shall be held at any other time, any elections, action or actions taken at such meeting shall be submitted to the entire Membership for their ratification.
Section 2. Special Meetings: Special meetings of the Members may be called at any time by the President, or upon written request signed by at least five Trustees; or upon written request signed by at least forty Members in good standing as of the date of such request.
Section 3. Notice: Notice of any regular or special meeting of Members shall be given at least ten (10) days in advance by prominent posting at the clubhouse if given during July or August or by mail, e-mail, or telephone as provided in Article XI, if given in a month other than July or August. The President or his/her designee shall be responsible for such notice.
Section 4. Quorum: Any number of share-holding members present at any regular or annual meeting shall constitute a quorum for the transaction of business, and acts of a majority of the share-holding Members present at such a meeting shall be valid and binding. (Rev. 8/2014)
ARTICLE VIII – ELECTIONS AND TERMS OF OFFICE Section 1. Elections: Elections shall be held at the Annual Meeting of the Members. Each shareholding Member of the Club shall be entitled to one vote at any election for each office to be filled which shall be cast in person at said meeting. Non-shareholding members shall not be permitted to vote. Proxy voting shall not be permitted at any meetings of the Members or Trustees.
Section 2. Nominations: The Nominating Committee shall prepare a list of candidates for Officers and Trustees for the coming year which shall be presented as a report to the President and the Trustees prior to such date as the President may fix, which date shall precede the Annual Meeting. The report may, but shall not be required to, list more than one candidate for each Officer and Trustee to be elected. No Member shall be ineligible as a candidate for office by reason of Membership on the Nominating Committee.
Section 3. Additional Nominations: Additional nominations may be made, if seconded, at the annual meeting.
Section 4. Terms of Office: The terms of office for all Officers and Trustees shall commence on the date of election and shall continue until their successors are chosen and qualified.
Section 5. Voting: All balloting shall be by closed written ballot if requested by one-third of the shareholding Members present and voting. The voting shall be conducted at the Annual Meeting. The result shall be tabulated immediately and announced to the meeting prior to the close thereof. The candidate receiving the highest number of votes for each office other than Trustees, shall be declared elected. In case of a tie for any office, balloting shall be repeated for such office, after eliminating all other nominees, until the tie has been broken.
Section 6. Eligibility: Any Member in good standing whether a shareholder or non-shareholder shall be eligible to hold any office. Two or more offices, committee chairmanships or other positions may be held by a single person without limit, except the office of President shall not be combined in a single person with the office of Treasurer, Corresponding Secretary or Recording Secretary.
Section 7. Vacancies: Any vacancies among the Officers or Trustees, including vacancies resulting from the creation of new offices or from an increase in the number of Trustees, shall be filled by a majority vote of the remaining Trustees.
ARTICLE IX – COMMITTEES Section 1. Appointments: The President shall appoint the Chairperson and members of all committees (other than the Nominating Committee) and such special committees as the President or the Trustees may establish from time to time. The Nominating Committee shall be chosen by the Trustees. Every committee shall consist of a Chairperson and such other Members as the appointing power may from time to time determine, unless otherwise expressly provided herein or by the Trustees. All Chairpersons and Members of committees shall hold office at the pleasure of the appointing power; provided, however, that all Members of Committees (other than the Nominating Committee) shall be deemed reappointed by the President at the commencement of each term of office, unless replaced by the President.
Section 2. Standing Committees: The standing committees shall be the Committees herein expressly designated: (a.) Membership Committee: This Committee shall be in charge of all matters relating to Membership in the club, including, without being limited to, the following: (i.) Preparation of a written Membership application, dissemination to interested parties, receipt of the completed application with designated deposit to the Corresponding Secretary / Membership Chairperson. (ii.) The assembly of current information for use by the Corresponding Secretary in maintaining an official Membership list showing the names and most recent addresses and telephone numbers in accordance with information supplied by the respective Members. The information on said list shall be duplicated and made available to all Members yearly. (iii.) Notification of availability of summer player status to the waiting list, conveyance of acceptance of that offer to the corresponding Secretary and dissemination of summer player rules to those who accept that status. (b.) House and Grounds Committee: This committee shall have full and complete control over the tennis courts, the manager’s duties and activities and matters relating to the courts including, but not restricted to, the power to order the courts closed because of physical or weather conditions; to reserve or restrict the use of a court or courts for exhibition, intra or inter-club matches, or for use by the Tennis Development Committee; to purchase such operating supplies and equipment, and to do all things necessary or appropriate, in its discretion, to maintain and preserve the courts and appurtenances in the best possible condition. It shall have full and complete charge of the clubhouse, porch, parking facilities and grounds including all maintenance and improvement thereof. From time to time, the President may appoint a special Court Surface Chairperson. (c.) Tennis Tournament Committee: The Tennis Tournament Committee shall arrange and supervise such tournaments for Club Members as it may deem appropriate. (d.) Tennis Rules Committee: The Tennis Rules Committee shall promulgate all rules regulating the use of the Courts, Rules of Play and Club facilities. (e.) Finance Committee: The Finance Committee shall consist of the Treasurer of the Club as Chairperson and at least two other Members. The Finance Committee shall be in charge of all matters relating to the revenues and financial planning of the Club. It shall make recommendations to the Trustees regarding an annual budget, the amount of the membership share, dues, and initiation fees to be charged, any special or extraordinary assessments, and such other matters as may be connected with or related to the sound financial management of the affairs of the Club. (f.) Planning and Improvements Committee: This Committee shall consist of the Chairpersons of the House and Grounds and Financial Committees, and such other Members as the President may appoint. It shall prepare and maintain a long-range plan of improvements of Club facilities. It shall review the same annually, and make such alterations, amendments or additions as it may deem necessary. However, all such plans and recommendations shall be of an advisory nature, and shall not be binding upon the Trustees. (g.) Tennis Development Committee: This Committee may be invoked to foster the development of the tennis abilities and skills of the Members and of their families. It may prepare and execute programs and recommend them to the Trustees for their approval.
Section 3. Committee Authority: All committees shall have the power to recommend such rules and regulations as they may deem reasonably appropriate to the Trustees for approval and to carry out as directed by the President.
Section 4. Special or Ad Hoc Committees: to be appointed from time to time by the President as deemed necessary.
ARTICLE X – RIGHT OF MEMBERS TO INFORMATION All books, accounts and records of the Club shall be open to inspection by any member at any reasonable time upon written request.
ARTICLE XI – NOTICES Section 1. Communication of Notices: Any notices required under the provisions of these By-laws, unless otherwise specifically authorized herein, shall be given in writing and sent by ordinary mail or e-mail to such address as may be recorded on the current official Membership list of the Corresponding Secretary by the President or his/her designee. On occasion, the President may direct telephone messages as opposed to written notices.
Section 2. Delivery of Notices: Notices shall be deemed to have been given to the person entitled thereto when deposited in the United States Mail, sent by e-mail, or a telephone message has been recorded, whether actually received or not. In the case of a special meeting, or of a proposed amendment to the By-laws at a regular meeting or special meeting, such notice shall specify the general nature of the business to be transacted.
Section 3. Waivers: Whenever any written notice is required, a waiver is acceptable by the person or persons entitled to such notice in which case a telephone message may suffice. In case of a special meeting, or of a proposed amendment to the By-laws, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice.
Section 4. Attendance: Attendance by a person at any meeting shall constitute a waiver of notice thereof, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not being lawfully held.
ARTICLE XII – AMENDMENTS TO BY-LAWS The Trustees shall have the power to alter, amend, suspend and repeal the By-laws at any regular or special meeting of the Trustees upon written notice of any proposed alteration, amendment or repeal, said notice to be contained in the notice of the meeting, subject always to the power of the Members at any regular or special meeting to override such action; however, no change in the By-laws specifying the method of fixing or increasing the membership share, dues, fees or assessments shall be effective except on recommendation of the Trustees and ratification by the voting Members at any regular or special meeting.
ARTICLE XIII – FISCAL YEAR The fiscal year of the corporation shall begin on October 1st and end on September 30th of each year. These By-laws were fully amended and updated by approval of the Membership at the Annual Meeting of the Loveladies Tennis Club, September 3, 2017.