Monte Sano Online > Monte Sano Club > Bylaws
The name of the Corporation shall be The Monte Sano Club, Inc.
The purpose for which this Corporation is formed is to promote the health and general welfare of its members, and to provide for social and other recreational activities of its members, and in pursuance thereof, to acquire and hold real property, to erect buildings, own and operate a swimming pool and other recreational facilities and to engage in any other activities necessary or incidental to the furtherance of these objectives.
This corporation shall not engage in the business of selling, or keeping for sale, or otherwise disposing of any liquids, or beverages that are prohibited by the laws of Alabama to be manufactured, sold or otherwise disposed of in this state, and that the said Corporation shall not permit its members to keep or store any such prohibited liquors or beverages at or near the premises of the Corporation for use by its members or others, or for distribution or division among its members or their guests, and that the said Corporation shall not maintain any unlawful drinking place or nay liquor nuisance contrary to the laws of Alabama, and that if its charter and rights as a Corporation will be forfeited.
This Corporation shall not permit any game to be played for wages, or any gambling, or the presence of any gambling, or the presence of any gambling device on, or about the premises, or at the clubhouse of the Corporation, and that if it does any of these things that it agrees that its charter and rights as a Corporation will be forfeited. The limitations herein contained shall not be construed so as to prohibit the playing of cards, dominos, chess, pool, billiards, or other like amusements where nothing is wagered such game.
The Corporation shall be managed by a Board of Directors, eleven (11) in number. Six (6) Directors of the initial Board shall serve for one (1) year term and the remaining five (5) for a two (2) year term; thereafter, Directors elected shall serve for a two (2) year term and until their successor is elected. The officers: President, VicePresident, Secretary, Treasurer, and Parliamentarian shall be elected by the Board of Directors at the first meeting for a one (1) year term.
The Officers of the Corporation shall be a President, a VicePresident, a Secretary, a Treasurer, and a Parliamentarian all of whom shall be elected from the active members of the Board of Directors at the first annual meeting of the Board of Directors. Unless sooner removes as herein provided, the Officers shall hold office until the next meeting of the Board of Directors.
The President shall preside over all meetings of the Corporation membership. He shall perform such other duties as customarily pertain to the office of President, or as he may be directed to perform be resolution of the Board of Directors. The President shall be Chairman of the Board of Directors, and ex officio a member on the Board of Directors, except in a case of a tie.
The Vice President shall have and exercise all the powers, authority, and duties of the President during the absence of the latter, of his inability to act. In addition, he shall perform such duties as may be assigned to him by the Board of Directors.
The Secretary shall countersign all certificates of membership. The Secretary shall maintain accurate lists of members directors and officers. He or she shall also keep minutes of members' and Directors' meetings, shall give the required notice of all meetings, and shall be responsible for communications with members. He or she shall have custody of all books, records, and papers except those in the possession of the Treasurer. Copies of all correspondence in the name of the Corporation shall be filed with the Secretary.
The Treasurer shall have custody of all funds, securities, fiscal papers and other intangible assets of the Corporation. He shall deposit the revenues of the Corporation and pay its bills as authorized by the Board of Directors. He shall provide and maintain full and complete records of all the assets and liabilities of the Corporation. He will prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the Corporation as of the last day of the preceding month. He will prepare such tax reports as local, State and Federal agencies may require.
The Parliamentarian shall determine proper parliamentary procedures, when necessary, and his decision shall be final. All procedures shall be based on Roberts' Rules of Order unless otherwise provided in the Bylaws.
The Membership Director shall maintain accurate, up to date lists of all members and membership certificates.
Officers and Directors may be reimbursed for out of pocket expenditures as approved by the Board of Directors made on behalf of the Corporation but shall not otherwise be compensated.
Vacancies among the officers shall be filled by a two thirds (2/3) majority vote from among the Board of Directors.
The number of Directors shall be as noted in the Bylaws, Article 3, Section 1, above.
If a Director fails to attend regular meetings of the Board of Directors for three (3) consecutive meetings or otherwise fails to perform any of the duties evolving upon him as Director, his office may be declared vacant by a two thirds (2/3) majority vote of the Board of Directors and the vacancy filled as herein provided.
When a vacancy occurs on the Board of Directors, such vacancy may be filled by a two thirds (2/3) majority vote of the remaining Directors. The Directors, thus selected shall fill the unexpired term.
The members of the Board of Directors shall not be liable to the Corporation for any negligent act or omission. The Corporation shall indemnify and hold harmless each member of the Board of Directors for any negligent act or omission on behalf of the Corporation unless such act shall have been done in bad faith or contrary to the provisions of these ByLaws. It is further intended that the members of the Board of Directors shall have no personal liability with respect to any routine or ordinary contract made by them on behalf of the Corporation if said contract was approved by the Board of Directors.
The Board of Directors shall appoint such standing and special committees as may be deemed necessary. In addition, the President shall have the authority to appoint special committees as may be necessary.
All committees shall be under the supervision of the President, subject to the authority delegated by the Board of Directors.
The eligibility for membership in the Corporation is limited to those families who are approved by a majority vote of the Board of Directors.
The total number of members in this organization shall be limited to two hundred and seventy five (275) family memberships. Such family memberships shall be in the name of the head of the family and shall cover only those members of the family residing within the household.
The Charter Members of this organization shall be those eligible under Article 7, Section 1, of these Bylaws, who have subscribed and paid a deposit for such membership prior to July 1, 1961. Membership will cost an additional $25 after that date.
Each application for regular membership must be made in writing, must be endorsed be by a member, and must be presented by such member to the Secretary Membership Director of the organization for action as herein provided at least ten (10) days prior to the meeting of the Board of Directors.
An applicant shall not be admitted to membership except by the affirmative vote of a majority of the Directors present at the meeting at which application is acted upon.
Membership shall be transferable, provided that such dues and assessments on such membership are current and that the proposed transferee meets are the requirements of membership set forth herein above and is acceptable to the Board of Directors. The Board of Directors will give priority to members moving out of town who must sell their membership. Membership sold by the Corporation after March 5, 1970, and before November 15, 1978, shall be transferable to the Corporation for such sums and on such terms as the Board of Directors annually establish or may also be transferable.
The privileges of membership, except voting rights, may be temporarily transferred by a member leaving the area to his tenant residing in the home of such member for a reasonable period of time, one (1) year; provided that dues and assessments are current and such transferee meets all the requirements for membership and is acceptable to the Board of Directors; and provided further, that such member may not exercise his privileges of membership, except voting, during the period such transfer is in effect.
Certificates of membership shall be in the form adopted by the Board of Directors and shall be signed by the President or VicePresident and the Secretary. All certificates shall be consecutively numbered and shall bear the name and address of the family holding the membership represented thereby. The certificate of membership shall entitle the one (1) family residing at the same address to the use of the swimming pool and all other facilities until membership is suspended, terminated, or transferred as provided herein. Each of the members of the family, as defined, shall may be issued an identification card or tag, which shall be usable, only by the member named thereon.
The voting power and property rights, and interests of all members shall be equal. A member (head of family) holding one or more certificates of membership shall be entitled to only one vote on any and all questions coming before the members.
The Board of Directors shall establish an initial membership fee, which shall be paid by each applicant for membership in the amount and manner described. Upon application to and approval by the Board of Directors, all or any portion of the fee may be refunded to any member upon withdrawal from membership.
Any member failing to pay dues of membership fees within the time specified by the Board of Directors shall upon notice, be automatically suspended from any privileges of membership; and if after further notice such failure is not corrected in the method and manner prescribed by the Board of Directors, the Board may declare such membership and any and all fees paid therefore to be forfeited.
Any member may be expelled as a member of this organization for acts, and conduct prejudicial to the best interest of the Corporation and the Directors thereof. Any member may be removed from membership by a two thirds (2/3) majority vote of those present at any annual meeting or by a two thirds (2/3) majority of any special meeting of the Board of Directors called for that purpose, for conduct deemed prejudicial to this Corporation; provided that such member has been first served with written notice of the accusation against him and shall have been given the opportunity to produce his witnesses, if any, and to be heard at the meeting at which such vote is taken. When so removed from membership, the former member shall forfeit any and all rights and interest in this organization and its property. The member so removed may appeal the expulsion action to the membership at the next annual meeting.
The Board of Directors, prior to the annual meeting, shall establish dues for the ensuing season. Dues shall be sufficient to provide for the necessary expenses of the Corporation, and the property maintenance and improvement of its property. A detailed operating maintenance and improvement budget shall be submitted to this membership at the meeting.
Any major assessment other than the regular dues in excess of $10.00 for improvements or emergency expenses must be improved by two thirds (2/3) vote of the members at a general meeting. Except as provided herein, there shall be no assessments levied against members.
No dues or part thereof shall be refunded in the event that pool operations are required to be suspended for any purpose. This may be rescinded by a two thirds (2/3) majority vote of the Board of Directors.
All dues for the forthcoming season shall be paid by March 1st. A delinquent fee of a nominal amount shall be assessed to all active memberships whose dues are not paid by April 1st. The amount of the fee shall be decided by the Board of Directors each year and promulgated prior to March 1st of that year.
Members holding more than one certificate are not required to pay yearly dues on additional certificates. The extra memberships are considered to be inactive.
Regular meetings of the Board shall be held on at least in the first Monday of the following months: January, March, May, June, July, August, September, and November. Special meetings may be called by the President, or any four Directors by giving seven (7) days notice to each Director. A simple majority of the Directors shall constitute a quorum.
A special Board of Directors meeting shall be called upon the request of the President, or any ten (10) members, at which meeting several representatives of said members may attend to present any problem and propose solutions for consideration by the Board.
Meetings shall be held at a reasonable time and place within the membership area.
The duties of the Directors shall to be to control and manage the business of the Corporation. Their authority shall extend to, but not be limited to, such actions as:
The Directors shall have the right to take action on the absence of a meeting by voting electronically. This voting procedure is intended to be used in deciding and approving routine and ordinary issues such as budget items, scheduling, and other repetitive matters needed in operating the normal business of the club. Any result of the vote taken, shall have the same effect as though taken at a meeting of the Board of Directors. If any four (4) Directors, defer to a meeting in person, the matter shall be decided under Article 9, Section 1 (Directors Meetings and Duties).
There shall be an annual meeting of the members to be held during the year at such a time and place within the membership area, as the board of Directors shall designate.
A special meeting of the members may be called by the President and shall be called by him or her on the written request of not fewer than ten (10) members or by any affirmative majority of the Board of Directors.
At least ten (10) days before the date of the annual or special meeting of the members, the Secretary shall cause written notice thereof to be delivered or mailed to each member at the address appearing for such member on the records of the Corporation. The notice shall, in the case of a special meeting, specify the business to be transacted.
At any annual or special meeting, twenty five (25) members shall constitute a quorum.
Fifteen (15) days prior to any annual or special meeting, the membership list of the Corporation shall be closed and the list of the members eligible to vote shall be made up. A member may vote in person or by proxy designated in writing or electronically. No proxy shall be valid except for the particular meting designated therein, and no proxy shall be honored unless filed with the Secretary of the Corporation before the appointed time of the meeting.
The Corporation is authorized to contract for any obligation in furtherance of its stated objectives which in the judgment of the Board of Directors can reasonably be expected to be paid out of membership fees and dues receivable.
Tangible property of the Corporation may be transferred or pledged as security only after two thirds (2/3) majority of the Board of Directors shall have approved such transfer and in the case of real property, after a two thirds (2/3) majority of the members at a meeting specially called for said purpose have also approved such transfer of pledge.
The funds of the Corporation shall be deposited only in the Nationals Banks, State Banks, or Trust companies, operating in accordance with the laws of the State of Alabama, and only in the institution the deposits of which are insured by the Federal Deposit Insurance Corporation.
All funds of the Corporation shall be deposited in such qualified depositories as the Board of Directors, may, from time to time, by written resolution, designate, and shall be so deposited within a reasonable time after their receipt.
All disbursements of the funds of the Corporation shall be made by checks signed by the Treasurer and countersigned by the President or a VicePresident, provided, however, that the Board of Directors may, by resolution, provide for the establishment and replenishment of a petty cash fund not exceeding fifty dollars ($50.00), for postage and for defraying other expense items of the Corporation in amounts of then ten dollars ($10.00) or less.
The Board of Directors will secure the faithful performance of the Treasurer by means of adequate fidelity bonds or other means specifically approved by the Board of Directors.
Other than as directed in Section 3 of Article 11, the funds of the Corporation may be invested only in obligation of the United States Government. They may not be loaned to or invested with an Officer, Director, or member of the Corporation or with any other person, agency or Government instrumentality.
The accounts of the Corporation shall be audited annually by a method to be specified by the Board of Directors. The report of this audit is to be presented at the annual meeting of the members. The auditor shall not be either an Officer of the Corporation or a member of the Board of Directors.
All powers, authority, duties and functions of the members, Directors, Officers, and employees of the Corporation shall be exercised in strict conformity with applicable provisions of the law and regulations and of the Constitution and Bylaws of the Corporation.
Any Director or Officer of the Corporation may be removed from office by the affirmative vote of a two thirds (2/3) majority of the members present in person or represented by proxy at a special meting called for the purpose, but only after an opportunity has been given to him to be heard.
When on Officer is absent or otherwise unable to perform the duties of his office, the Board of Directors, may, by resolution, designate another member of the Board of Directors to act temporarily in his or her place.
Returns of elections and proceedings of all meetings of the Board of Directors and members shall be recorded in the Minutes Book. The minutes of all meetings shall be signed by the President and Secretary or by those acting in their place.
Members may become eligible for an inactive status (nonpaying dues) if and when all the following conditions have been met:
Inactive status can remain in effect for a maximum of three (3) years. At the end of three years, subject member must convert membership to an active status or transfer the membership under the Article 7 guidelines set forth in this document.
The fiscal year for dues shall be from November 1 to October 31 of the following year. Requests received after the due date of November 1 shall not constitute grounds for refund of dues which may be due or paid for said period.
Upon approval by the Board of Directors, an individual season permit for Club privileges may be purchased upon payment of an amount to be set annually by the Board of Directors.
The order of business at meetings shall be as follows:
Amendments to these ByLaws may be adopted by the affirmative vote of two thirds (2/3) of the members at a duly held meeting of the members. Members shall be notified of such proposed amendments within ten (10) days prior to meeting of members.