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Posted: March 16, 2003
ARTICLE I - DESIGNATION
The name and address of this Corporation :
Cloverdale Cabana Club
183 Radford Dr.
Campbell CA 95008
ARTICLE II - PURPOSE
The purpose of the Corporation is to operate, maintain and regulate the use of the premises at 183 Radford Dr., Campbell, CA, as a private swimming club for the benefit of the residents of Cloverdale area under the authority and as provided for in the By-Laws of Cloverdale Cabana CLUB, a non-profit corporation owned by the homeowners of the Cloverdale Cabana Club neighborhood.
ARTICLE III - MEMBERSHIP
1. Family or Household residents of the Cloverdale Cabana Club neighborhood are eligible for membership upon completing and signing a current application form and payment of the annual dues.
a. Family membership will be limited to those persons living full-time at the address listed on the application form.
b. Individual membership is restricted to the specific individual named on the application form. That individual must be eighteen (18) years or older.
c. Senior membership is restricted to the specific individual names on the applications form. That individual must be sixty (60) years of age or older.
2. A limited number of memberships may be offered each year to non-residents as determined by the Executive Board.
3. A limit to the total number of memberships each year shall be set by the Executive Board.
4. Membership in the Association conveys on proprietary interest in the facilities of Cloverdale Cabana Club and may not be sold, traded or transferred.
5. The Executive Board may deny membership to any applicant whose membership privileges have been subject to permanent suspension. Suspended members are not eligible guests.
6. Annual membership dues are not refundable or prorated.
7. Upon termination or suspension of membership, affected members shall return all property of the Association within one week of the termination or suspension.
8. Voting Rights: Each membership is entitled to ONE (1) vote. There shall be no voting by proxy. Voting shall be by secret ballot upon any particular question if any member present so requests.
ARTICLE IV - MEMBERSHIP MEETINGS
1. An Annual Meeting of the membership shall be held in July for the purpose of electing officers & conducting any other business that may arise.
2. A special meeting may be held upon the call of the president or on the written request of any twenty-five (25) members of the Association. The purpose of the meeting shall be stated in the notice.
3. Notice of the Annual Meeting shall be given by mail, thirty (30) days in advance. Notice of a Special Meeting shall require ten (10)) day's prior notice.
4. One fourth (1/4) of the membership shall constitute a quorum. Each member family or household shall be entitled to one vote. All meetings are to be governed by Robert's Rules of Order except as modified herein.
5. Termination of Membership: the Board of Directors, by majority vote, may terminate the membership of any member who has failed to pay dues or failed to follow pool rules and guidelines. This being done as last resort of trying to solve all differences.
ARTICLE V - EXECUTIVE BOARD
1. The power and authority under these By-Laws to conduct the business of the Association shall be vested with an Executive Board of at least seven (7) Association members elected by the membership at the Annual Meeting to serve a term of one (1) year and until their successors are elected. Their term of office shall begin at the beginning of the following months meeting. The Executive Board may fill any vacancy on the Board by appointment for the remainder of the term.
2. Rules and Regulations governing members' use of the pool and the grounds including provisions for disciplinary actions for violations shall be adopted and published by the Executive Board. One copy shall be permanently posted at the pool and one copy furnished each member family or household.
3. The Executive Board shall set the amount and due date of Annual Membership fees, set the Opening and Closing dates, publish a schedule of activities, set the lifeguard hours, and adopt a schedule of fees for guests, parties, and special activities. No activities will be scheduled and the use of the premises prohibited before 9:00 AM or after 9:00 PM.
4. Each year the Executive Board of the Cloverdale Cabana Club shall be provided copies of the Association's Annual Budget and its Public Liability, Property and Worker's Compensation Insurance policies for approval.
5. Five percent (5%) of the Association's income shall be set aside as prescribed by the By-Laws of Cloverdale Cabana Club for future property improvements.
6. The Executive Board shall have the power to elect, appoint, and remove, at their discretion, all other officials, agents, employees and representatives of the Association and to prescribe their duties.
7. The Executive Board may at any time, by unanimous vote of those present, temporarily suspend the membership privileges of any member family or household upon the findings of conduct by anyone of that family or household, likely to endanger the health, safety or welfare of others or the interest or harmony of the Association. The affected member shall be notified immediately of such suspension. The member shall be given the right to be heard at a closed Executive Board meeting scheduled at the member's request or by the Executive Board to lift the suspension, let it stand or to make it permanent. The member then shall have the right of appeal to the Board before a Special Meeting of the Membership.
8. Vacancies on the Board of Directors shall be filled by appointment by a majority of the remaining directors, though less than a quorum. A director so appointed shall serve for the remaining term of their predecessor in office.
ARTICLE VI - EXECUTIVE BOARD MEETINGS
1. Executive Board Meetings shall be open to members of the Association but may be closed during discussions of items involving personnel matters or issues of potential or pending litigation. Notice of Board meetings shall be posted on the club bulletin board during the operating season. At other times interested members may contact the Secretary to be notified of dates and locations of upcoming meetings.
2. Four (4) Executive Board members shall constitute a quorum. Meetings shall be governed by Robert's Rules of Order except where modified herein or as modified by Standing Rules.
ARTICLE VII - EXECUTIVE BOARD MEMBERS' DUTIES
General Powers:
The affairs of the Cloverdale Cabana corporation shall be managed by its Board of Directors who must be members of the corporation: except that no single capital expenditure indebtedness over $1000.00 (one thousand dollars) shall be made, incurred or authorized by the Board of Directors without prior approval of the general membership evidenced by the majority of a quorum of the general membership present at a dully constituted meeting called for that purpose. Within sixty (60) days after each successive Board of Directors shall take office, the board, with the aid of its duly appointed committees, shall mail to the mail to the general membership a financial statement, a budget for its term of office, statement of types and amounts of insurance coverage, the billing procedure for the dues, and a statement of regulations concerning the admission of guests.
1. The President shall be the principal executive officer of the corporation and shall in general supervise and control all the business affairs of the corporation. The President shall preside at all meetings of the membership and BOD. They may sign with the Secretary or any other proper officer of the corporation authorized by the Board of Directors any deed, mortgages, bond, contracts or other instruments which the BOD shall authorize to be executed.
2. The Vice-President shall, in the absence of the President, fulfill all the duties of the President and when acting, shall have all the powers of and be subject to all restrictions upon the president.
3. The Treasurer shall:
A) Receive and be the custodian of all funds of the Association depositing them in financial institutions approved by the Executive Board;
B) Pay all specifically approved or budgeted expenses or outlays.
C) Maintain accurate records of accounts, prepare and file all tax returns and financial reports required of the Association;
D) Prepare and submit an Annual Financial Statement to the Executive Board for presentation to the membership at the Annual General Meeting.
4. The Secretary shall:
A) Record and publish the minutes of all Association and Board meetings;
B) Maintain all correspondence of the Association;
C) Prepare, post and mail all notices of meetings as required.
ARTICLE VIII - BOARD & COMMITTEES
1. A Board of Directors shall appoint such standing committee(s) as it deems necessary, or as it is directed to appoint by the vote of the membership. Members of each such Committee shall be members of the corporation.
2. TERM OF OFFICE: Each member of a committee shall continue as such until such time as the responsibility is fulfilled or a successor is chosen or unless the committee shall be sooner terminated.
3. Chairman: One member of each committee will be appointed chairman by the person or persons authorized to appoint the members to that position.
4. Vacancies: may be filled by appointments made in the same manner as provided in the case of original appointments
5. Quorum: a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE IV - BOOKS AND RECORDS
The corporation shall keep correct and complete books and record of accounts and shall keep minutes of proceeding of it members and of the BOD, and shall keep a record of the corporation giving names and addresses of all members. All books and records of the corporation shall be available for inspection by any member, his agent or attorney for any purpose at any reasonable time.
ARTICLE V - FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of February and end on the 31st day of January of each year.
ARTICLE VI -AMENDMENT AND REPEAL OF BY-LAWS
These By-Laws may be repealed or amended, or new By-Laws may be adopted, at the
Annual General Meeting or at a Special Meeting called for that purpose.
THESE BY-LAWS SUPERSEDE ALL PREVIOUS EDITIONS AND AMENDMENTS, THE PROVISIONS OF WHICH ARE NULL AND VOID
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