BAYSIDE TENNIS CLUB, INC. BYLAWS
(Last Revised 9.1.18)
Section 1. The corporation, known as Bayside Tennis Club, Inc. (the club) shall own and operate the Bayside Tennis Club. The purpose of the club is to provide year-round tennis opportunities for members, their families, and guests.
Section 2. There will be two general meetings of the club, to be held in the spring and fall of each year. Times and locations of the general meetings will be determined by the President. The fall meeting shall be the Annual Meeting. Officers and directors will be elected at the Annual Meeting and shall take office at that time. All officers and three of the four directors must be equity members. Other business of the club will be conducted at these meetings.
Section 3. Each equity membership in the club shall have one vote. Equity members shall be required to vote in person at meetings. However, on amendments or revisions to the bylaws they may also vote by absentee ballot. If a member desires to vote absentee, that member must request an absentee ballot within 72 hours of receiving notice of a vote at an upcoming meeting. Upon the request of a member, the President shall send such member an absentee ballot, either by mail or by email, and the member must return said ballot within 24 hours of the meeting.
Section 4. A quorum shall consist of 10% of the eligible equity members.
Section 5. At the Annual Meeting a President, Vice-President, Secretary, Membership Chair, and Treasurer shall be elected for a term of one year. The immediate past President shall automatically serve as an officer until his immediate successor no longer holds the office of President. The club shall also elect four directors. Three directors will be equity members, elected for terms of three years each. The fourth director will be a non-voting seasonal or associate member, elected for a one-year term. The officers and directors shall constitute the Board of Directors. Should more than one member of the Board of Directors be from the same equity membership, Article I, Section 3 will govern voting rights of members of the Board of Directors on actions before the Board.
Section 6. A special meeting of the club may be called by the Board of Directors if necessary and written notice of the meeting must be sent to all members ten days prior to said meeting.
Section 1. The meetings of the club shall be run in a fair, democratic and orderly fashion.
Section 2. The by-laws of the club may be amended at any duly called meeting of the membership by a two-thirds vote of the equity members present, provided a copy of the proposed amendments shall have been submitted to all equity members at least ten days prior to said meeting.
Section 3. There shall be two classes of membership – equity and seasonal. Membership is based on a family unit and is not related to residential ownership. The joint owners of a residence must have a separate membership for each owner and may not divide one membership among them. If an equity membership is shared by an unmarried couple or a non-traditional family unit, one person must be designated as the owner of the membership and the owner, upon resignation from the club, will receive a refund as stated in Article II, Section 4.
Equity members will make a capital contribution to the club, which can be paid in 1, 2, or 3 installments. The following privileges are available ONLY to equity members:
Seasonal memberships will be available for the period from Memorial Day to Memorial Day. After the purchase of a third consecutive seasonal membership, a seasonal member has the option to either become an equity member or to continue as a seasonal member. If a seasonal member opts to move to equity membership at that time, the money paid for the past three years will be applied toward his/her capital contribution. The balance of the capital contribution can be paid in one, two, or three installments, in addition to paying annual dues with each installment. Seasonal members who do not move to equity starting in year four will remain seasonal members for the duration of their involvement with Bayside and will continue to pay the seasonal rate.
Seasonal members who joined Bayside when an associate membership existed, from 2009 to 2012, may opt to become associate members after the purchase of three consecutive seasonal memberships, in lieu of becoming equity members. These associate members shall pay the same customary annual dues and fees as equity members starting in year four, but have no redeemable equity upon resignation from the club.
Section 4. If an equity member wishes to resign from the club, the member must send written notification to the Board. His/her redeemable equity (one-half of the currently assessed Capital Contribution, reduced by any unpaid initial capital contribution) will be refunded (1) when a new equity member’s capital contribution has been received by the Board, (2) after a seasonal member has purchased three consecutive seasonal memberships, or (3) three years from the date of resignation, at the discretion of the board, after due consideration of the current and projected financial condition of the club. A maximum of three refunds will be issued in any given year unless the board elects to act on condition (3) above. Resigning associate and seasonal members have no redeemable equity.
Section 1. Officers: The officers of the club shall be a President, a Vice-President, a Secretary, a Treasurer, a Membership Chair and the immediate past President.
Section 2. President.
The President, as the chief executive officer of the club shall, when present, preside at all meetings of the members and the Board of Directors; shall have general charge and supervision of the club; shall be the custodian of the records and of the corporate seal; and shall annually prepare a full and true statement of the affairs of the club to be submitted at the Annual Meeting of the membership. The President and one other officer shall sign and execute, in the name of the club, all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases which the signing and execution thereof shall have beenexpressly delegated to some other officer or agent of the club. The President, with the consent of the Board, may appoint committees as needed.
Section 3. Vice-President.
At the request of the President, or in his absence or disability, the Vice-President shall perform the duties of the President and such other duties as, from time to time, may be assigned by the President or the Board of Directors.
Section 4. Secretary.
The Secretary shall keep the minutes of all meetings of the club and the Board of Directors, shall see that all notices are duly given in accordance with the provisions of these by-laws, or as required by law and in general, shall perform all duties incident to the office of Secretary.
Section 5. Treasurer.
The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the club, and shall deposit or cause to be deposited in the name of the club, all money or other valuable effects in such banks, trust companies or other depositories as shall be selected by the Board of Directors; shall maintain the membership database; shall render to the Board, whenever requested, an account of the financial condition of the club; and in general, shall perform all the duties incident to the office of Treasurer.
Section 6. Membership Chair.
The Membership Chair shall be responsible for dues notification, membership card distribution, and shall play the lead role in recruitment of new members.
Section 7. Other Duties of the Officers and Directors.
The Board may, at its discretion, hire or contract with an individual or individuals to maintain and manage the courts, and to perform the clerical and fiscal duties necessary. The officers and directors shall perform other duties as the President or the Board of Directors may assign.
Section 1. Dues.
The dues of the club shall be established each year by the Board of Directors of the club.
Section 2. Notice of Annual Dues.
Notice of annual dues will be emailed or mailed to each member on or before April 15th. May 15th is the due date for payment of annual dues. If payment has not been received by June 15th:
On July 15th, if the delinquent member is an equity member, the delinquent dues for that year plus a $50.00 termination charge will be deducted from the delinquent member’s Capital Contribution. The balance of the redeemable equity will be returned to the former member as stated in Article II, Section 4. On July 15th, if the delinquent member is an associate or seasonal member, the membership will be cancelled. In special circumstances, a delinquent member who has been dropped may appeal to the Board for reinstatement.
All members of the club, their immediate families, and guests are entitled to the use of the facilities. Guests must be accompanied by a member. Tenants who are renting an equity member’s property may purchase non-member privileges by using the equity member’s identification card. The fee schedule for tenants will be determined by the club and it is the responsibility of the member to send payment for tenants to PO Box 323, Bethany Beach, DE 19930. It is incumbent on the member to stress the importance of adhering to the court rules and our concern for thesecurity of the courts and property.
Any violation of the by-laws or the tennis rules may cause either a suspension from the use of the facilities or an actual expulsion from the club. Such expulsion cannot occur unless, at a duly held meeting of the club where a quorum is present, the majority votes in favor of said expulsion. An equity member who is expelled from the club is still entitled to a refund as stated in Article II, Section 4.
The Board of Directors may fill a vacancy on the Board until the next election or for the balance of the term of the predecessor board member without consent of the members.
Any officer or director of the club may be removed for cause by a vote of the majority of the Board of Directors at a meeting called for said purpose.
The fiscal year of the club shall end on September 30th.
On the board’s motion or at the request of twenty-five percent of the equity members, the question of the dissolution of the Bayside Tennis Club and the sale of the club’s property shall be brought before the current equity members. Notice of the proposal to dissolve the club will be sent to all equity members at least thirty days in advance of a regularly scheduled membership meeting. In this notice, the Board willstate its reasons for the proposal and include a draft of the Dissolution Agreement which, among other things, shall spell out each member’s share of the club’s assets (property and other assets).
The regularly scheduled membership meeting will include a discussion of the proposal to dissolve the club and revisions to the draft Dissolution Agreement. Following the meeting, a letter of explanation and a ballot will be sent to all equity members via registered mail; the letter will include a deadline date for responding. Per the Certificate of Incorporation dated October 7, 1974, if the majority of the equity members approve the dissolution of the club, a final copy of the Dissolution Agreement will be sent to all equity members. Equity members with less than 3 years membership or who have not fully paid their initial capital contribution will receive a full refund of the initial capital contribution paid. Equity members who previously resigned and are on the waiting list for a refund will receive their redeemable equity (one-half of the currently assessed initial capital contribution). All other equity members will share in the proceeds of the sale of the club’s property and other assets as described in the Dissolution Agreement.