MINISINK CLUB INCORPORATED
A Corporation of the State of New Jersey
Any and all meetings of the Members and the board of trustees of the Corporation will be held within the County of Morris and State of New Jersey
An annual meeting of the voting membership shall be held each year during the month of November at a time and place to be selected by the President, one of the purposes of which shall be the selection of a board of trustees. At least tens (10) days prior to the date fixed pursuant to the preceding sentence, written notice of the time and place of such a meeting shall be mailed to the voting members.
A special meeting of the membership may be called at any time by the President, by a majority of the board of trustees or upon the written request of not less than fifty (50) voting members. The notice of such a special shall set forth the time, place and purpose of such meeting and shall be mailed at least ten (10) days prior to such meetings.
All notices required to be given by any provision of these By-Laws shall state the authority pursuant to which they are issued shall bear the written, stamped, typed or printed signature of the Secretary. Every notice shall be deemed duly served when same has been deposited in the United States mail with postage fully prepaid, plainly addressed to the voting member at his/her last address appearing on the membership records of the Corporation.
Presence in person or by proxy of the members representing a majority of the voting members of the Corporation shall constitute a quorum at any meeting of the members
A majority of the board of trustees shall constitute a quorum at any meeting of the board of trustees
Voting Elections and Proxies
The only members eligible to vote are members as defined in the Certificate of Incorporation.
The voting power property rights and interests of all voting members shall be considered equal.
No proxy shall be deemed operative unless and until signed by the member and filed with the Secretary of the Corporation
Board of Trustees
The business property and affairs of this Corporation shall be managed by a board of trustees composed of nine (9) persons who shall be members of this Corporation. Each trustee shall hold office for the term for which they are elected and until his successor is elected and qualified.
At each annual meeting three (3) trustees shall be elected by a majority of the members voting. They shall be elected for a term of three (3) years to succeed the three (3) whose term then expires; provided that nothing herein shall be constituted to prevent the election of a trustee to succeed himself.
Vacancies in the board of trustees shall be filled by appointment made by the remaining trustees. Each person appointed to fill a vacancy shall remain a trustee until his successor has been elected by the voting membership at its next annual meeting.
If and when a majority of the trustees shall severally or collectively consent in writing to any action to be taken by the Corporation such action shall be a valid corporate action as though it has been authorized at a meeting of the board of trustees.
Following the annual meeting of membership but prior to the first meeting of the board of trustees the previous years’ board of trustees shall convene as a nominating committee. This committee shall nominate a slate of officers consisting of a president, vice president(s), secretary, and treasurer and present the names to the newly composed board of trustees for their consideration.
At the first meeting of the board of trustees, the board shall elect a president, vice president(s), secretary and treasurer for the ensuing year. All such members shall be members of the board of trustees.
The board of trustees shall have the power to appoint other officers and agents as the board may deem necessary for transaction of the business of the Corporation.
Any officer or agent appointed by the board of trustees may be removed by a majority vote of the board whenever in the judgement of the board the best interest of the Corporation will be served thereby.
Any trustee may be removed without cause shown by the unanimous affirmative vote of all remaining trustees or if cause is shown by a majority affirmative vote of all remaining trustees. Any trustee may be removed by a majority vote of members voting at a meeting.
The board of trustees shall have power to appoint by resolution an executive committee composed of three (3) or more trustees who to the extent provided in such resolution shall exercise the authority of the board of trustees in the management of the business of the Corporation between meetings of the board.
The board of trustees shall have the authority to fix the compensation of all employees of the Corporation. All trustees and elected officers shall serve without compensation other than reasonable and necessary expenses incurred in the business of the Corporation
The president shall be elected by and from the membership of the board of trustees. He/she shall be chief executive of the Corporation. He shall preside over all meetings of the board and of the members. He shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board are carried into effect. He/she shall be ex-officio, a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.
The vice president(s) shall be elected by and from the membership of the board of trustees. Such vice president in order of the seniority shall perform the duties and exercise the powers of the president during the absence or disability of the president.
The secretary shall be elected by and from the membership of the board of trustees. He/she shall preserve in the books of the corporation true minutes of the proceedings of all meetings. He/she shall give all notices required by statute By-Law or resolution.
The treasurer shall be elected by and from the membership of the board of trustees. He/she shall have custody of all corporate funds and securities and shall keep in the books belonging to the Corporation full and accurate accounts of all receipts and disbursements; he/she shall deposit all monies, securities and other valuable effects in the name of the Corporation in such depositories as may be designated for that purpose by the board of trustees. He shall disperse the funds of the Corporation as may be ordered by the board of trustees taking proper vouchers for such disbursements and shall render to the president and board of trustees at the regular meetings of the board, and whenever requested by them an account pf all his transactions as treasurer and of the financial condition of the Corporation.
If required by the board, the treasurer shall deliver to the president of the Corporation and shall keep in force a bond in form amount and with a surety or sureties satisfactory to the board conditioned for faithful performance of the duties of his office and for restoration to the Corporation in the case of his death, resignation, retirement or removal from office of all books, papers, vouchers, money and property of whatever kind in his possession or under his control belonging to the Corporation.
Only residents of the Borough of Chatham and the Township of Chatham New Jersey will be permitted to become members of the Corporation. Continuing residence thereafter will not be required to maintain such membership. Memberships shall be limited to three hundred fifty (350) families, three hundred ten (310) of which shall be regular voting members and forty (40) of which will be senior citizen voting members.
A family is defined as all members of the immediate family and relatives residing in one household and having his residence as their permanent legal address.
Senior citizen members shall be limited to forty (40) memberships. They shall be defined as present club members with five (5) continuous years of membership when either the bondholder or spouse has reached the age of sixty (60) years and has applied to the club for senior citizen membership status. A waiting list for those members requesting this status upon reaching sixty (60) years of age will be maintained by the Membership Trustee. This is not a family membership. Guest fees will apply to all but the bondholder and the spouse. Full club privileges apply. Dues are reduced to half (1/2) the annual fee.
Former members presently on the waiting list awaiting renewal of full membership may elect to pay an amount equal to the annual dues plus a 10% surcharge to have full use of the facilities until a membership opening is available. These families will not be included as part of the three hundred fifty (350) family members.
Adult children of current full members who request membership at a time of full membership maybe be granted a type of membership allowed in Section 4 and shall move to the top of any existing wait list.
A trustee at any time request that a sponsor of a new member withdraw said application. The reasons for such an action shall be held strictly confidential by the Board of Trustees and will not be disclosed to the sponsor, applicant or anyone other than the Board of Trustees.
Execution of Instruments
The board of trustees shall have the authority to execute contracts or other instruments on behalf of the Corporation with the exception of any conveyance deed lease or other transfer of the Corporations real property until such transfer shall be submitted to an approved by the affirmative vote of two-thirds (2/3) of the entire membership entitled to vote at any meeting of the members if notice of the proposed conveyance deed lease or other transfer be contained in the notice of the meeting. The aforesaid shall not apply to any condemnation proceedings voluntary or involuntary or to any mortgage or loan transactions.
When the execution of any contract conveyance or other instrument has been authorized and the board of trustees has not designated the executing officers, the president or any vice president, and secretary may execute the same in the name and in behalf of this Corporation. The board of trustees shall have power to designate the officers and agent who shall have authority to execute any instrument in behalf of this Corporation.
All checks drafts and orders for payment of money shall be signed in the name of the Corporation and shall be countersigned by such officers or agents as the board of trustees shall from time to time designate for that purpose.
Power of the Board to Borrow Money
The board of trustees shall have the power to borrow money whenever, at the discretion of the board, the exercise of said power is required in the general interest of this Corporation.
Dues and Assessments
Dues and assessments shall be established by an affirmative vote of the majority of the members voting in person or by proxy and it shall be the duty and responsibility of the board of trustees to collect the dues and assessments so established. Annual dues may be raised each year not to exceed $50.00 in any one year by the board of trustees without vote of the general membership. Any such raise in dues to be determined in order to meet operating expenses.
It shall be the duty and responsibility of the board of trustees to establish and collect fees and other charges for non-members, guests and other persons who may use the facilities of the Corporation.
The Corporation will issue callable non-negotiable unsecured non-interest-bearing bonds. The value of the bond will be equal to the amount of the current annual membership dues. No bondholder shall have the right to sell or transfer his bond other than as provided in the next following paragraphs.
Any members terminating his membership shall be required to first tender his bond to the Corporation for redemption not exceeding par value. Should the Corporation decline to purchase said bond within ninety (90) days, he may then transfer the same to any person.
Mere ownership of a bond shall not entitle a bondholder to membership in the Corporation, and all memberships are subject to the requirements as set forth in the Certificate of Incorporation and other applicable parts of the By-Laws. The holding of a bond is a condition precedent to membership in the Corporation. Bondholders must pay annual dues and assessments within seventy (70) days of first billing or bond may be called and redeemed at par value by the Corporation.
Amendment of Certificate of Incorporation or By-Laws
The Certificate of Incorporation or the By-Laws may be amended, altered, changed, added to or replaced by an affirmative vote of a majority of the membership voting in person or by proxy at any meeting of the members if notice of the proposed amendment, change, addition or repeal be contained in the notice of the meeting.