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JUNIPER LANE SWIM CLUB, INC.
TABLE OF CONTENTS
** Revised November 1988, March 1990, January 1994, October 2000 & March 2015
The name of the Club shall be the Juniper Lane Swimming Club, Inc.
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The purpose for which this Club is formed is to promote the health and general welfare of its members and in pursuance thereof to construct, own and operate a swimming pool and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in the County of Somerset and State of New Jersey for the exclusive use of its members and their families.
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Section 1.The club shall be managed by a Board of Governors, ten (10) in number, the Chairperson of which shall have no vote except as provided in Article IV, Section 5.
Section 2. At each Annual Meeting of Bondholder Members of the Club, three (3) Governors shall be elected from and by the Bondholder Members to serve for a term of three (3) years. A Governor shall similarly be elected to fill vacancies of unexpired term(s). No Governor shall serve two consecutive full terms. Eligibility for re-nomination commences one year hence. The only exception shall be that a Governor who has served the Board as Treasurer during the last year of his/her term may be nominated for a consecutive year. If re-elected, he/she may serve the Board only as Treasurer.
Section 3. Any member of the Board of Governors who shall cease to hold Bondholder Membership in the Club automatically shall cease to be a member of the Board of Governors.
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Section 1. Consistent with these By-laws the Board of Governors shall:
(a) Transact all Club business and make and amend rules for the regulations of the use of Club property. It may appoint and remove such officers, clerks, agents, servants, or employees as it may deem necessary and fix their duties and compensations.
(b) Elect members.
(c) Fix, impose and remit penalties for violations of these By-laws and Rules of the Club.
(d) Elect from the Board of Governors a President, a Vice President, a Secretary and a Treasurer, all of whom shall serve without compensation.
(e) If necessary, create the offices of Assistant Secretary and Assistant Treasurer and appoint one or more persons who need not be members of the Club, to such offices.
(f) Constitute and appoint committees and define the powers and duties of the same.
(g) Fill any vacancy in the membership of the Board of Governors to serve until the next Annual Meeting of Bondholder members. The appointed Governor can be nominated for the unexpired portion of said vacancy at the next meeting of the membership.
Section 2. The Board of Governors shall designate the bank or banks in which the funds of the Club shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of funds of the Club shall be executed.
Section 3. The Board of Governors shall cause the books of the Club to be audited at least annually by auditors selected by the Governors, who shall neither be Governors nor officers of the Club, and the report of the auditors shall be available to the members at all times.
(a) The Board of Governors shall meet at least once a month during the months of January, March, April, May, June, July, August and September and at the call of the Chairperson.
(b) Five members of the Board shall constitute a quorum.
(c) The January meeting of the Board shall be a joint meeting with the committee chairpersons to instigate committee actions of the ensuing year.
Section 5. In the event a question before the Board of Governors results in a tie vote, which cannot be resolved, the question shall be resolved by a vote, cast by the Chairperson.
Section 6. Nothing in these By-Laws shall be construed to permit the Board of Governors to borrow or pledge the credit of the Club without specific approval of the membership at a duly held meeting.
Section 7. Any member of the Board of Governors may be removed from office by a majority vote of the membership present in person or represented by proxy at either an Annual Meeting or a Special Meeting called in accordance with these By-Laws.
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Section 1. The officers of this Club shall be a President, a Vice President, a Secretary, a Treasurer and if deemed necessary by the Board of Governors, an Assistant Secretary and an Assistant Treasurer. The President, Vice President, Secretary and Treasurer shall be elected annually by the Board of Governors from among its members and shall hold office until the end of the first meeting of the Board of Governors following the Annual Meeting of the Club except as noted in Article III, Section 2. The Assistant Secretary and Assistant Treasurer shall be appointed by the Board of Governors and hold office at its pleasure.
Section 2. The President shall preside as chairperson at meetings of the Board of Governors and at general meetings, or may appoint at his/her discretion a chairperson of any membership meeting, general or special. The President shall appoint, subject to confirmation by the Board of Governors, all standing committees, designating the chairperson thereof, and all special committees as may be directed. The president shall be, ex officio, a member of all committees.
Section 3. The Vice President, in the absence of the President, shall act in his/her stead. He/she shall under the direction of the President attend to the business and financial operations of the Club and shall be Chairperson of the Finance Committee. He/She shall be, ex officio, a member of all committees. The Vice President will be in charge of the Swim Team.
(a) The Secretary shall send out the notices of the general membership meetings of the Club, keep the minutes, and attend to the correspondence pertaining to his/her office. He/She shall perform such other duties pertaining to this office as may be asked of him/her by the Board of Governors.
(b) The Secretary shall post minutes of all meetings of the Board of Governors during the regular swim season and at the direction of the Board shall send out to Club members information and letters to facilitate close liaison between Board and members.
(a) The Treasurer shall attend to keeping the accounts of the Club, collecting its revenues and paying its bills as approved by the Board of Governors or other agency authorized by the Board to incur them. The Treasurer shall deposit funds of the Club received by him/her, in the name of the Club in such depository as may be authorized by the Club through the Board of Governors. The Treasurer shall perform such other duties pertaining to his/her office as may be asked of him/her by the Board of Governors. He/She shall be bonded.
(b) The Treasurer shall be responsible for the paying of all normal operating expenses incurred by the Club unless otherwise directed by the Board of Governors. At each meeting the Treasurer will submit, for approval, a financial statement reporting the income and expenditure since the last meeting.
Section 6. The Assistant Secretary and the Assistant Treasurer shall perform such duties as may be assigned to them by the Secretary or Treasurer, respectively, or by the Board of Governors.
Section 7. The Chairperson of any general or special meeting shall preside as administrative officer of the Club for the duration of the meeting, and shall prepare an agenda of business in the order of:
1. Reading of minutes of previous meeting.
2. Treasurer’s report.
3. Committee reports [Article X, Sec. 1 (a)].
4. Old Business.
5. New Business.
6. Good and welfare.
This order of business shall be followed according to “Robert’s Rules of Order”.
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Section 1. Membership in this Club shall consist of family units within which there shall be the following classes of members:
(a) Bondholder (b) Associate (c) Special
Section 2. A bondholder member is defined as husband and wife, head of family or single person. The term Bondholder Member when used in these By-Laws shall refer to this classification, either husband or wife or both as may be appropriate, unless otherwise specified.
Section 3. An Associate Member is defined as an unmarried child of a Bondholder Member or unmarried person over whom the Bondholder Member exercises guardianship (not to be construed to include bona fide house guests).
Section 4. A Special Member is defined as a dependent and other person in the household of a Bondholder member who shall be approved by the Board of Governors for the period from the date of such approval to the date of the first meeting of the Board of Governors following the next Annual Meeting unless such approval is canceled by the Board prior thereto or is given for a limited period only.
(a) The Board of Governors at the first meeting of the Board after each Annual Meeting of the Club shall elect from their number a Membership Chairperson. It shall be the duty of the Membership Chairperson, acting in concert with any Membership Committee members appointed by the Board, to consider applications for membership in the Club and to refer all applications to the Board accompanied by a recommendation.
(b) The Board of Governors shall vote upon the admission of the applicants to the waiting list and shall confer membership only upon those applicants who shall be approved by a majority of the Board of Governors. “Membership” to the waiting list shall be in chronological order and automatically confers the right to bondholder membership in the Club when a vacancy occurs. All bondholder members will have access to this waiting list.
Section 6. Any member of the Club may withdraw at any time subject to the provisions of Article VII and there shall be no refund of any dues paid.
(a) Any member of any class may, for cause and after having been given an opportunity for a hearing, be suspended for a period of not exceeding three (3) months by a two-thirds (2/3) vote of the members of the Board of Governors present at any meeting thereof, or expelled by a three-fourths (3/4) vote of the entire membership of the Board. Cause for suspension, or exclusion shall, in general, consist of violation of these By-Laws or of the Rules of the Club, or of conduct unbecoming a lady or gentleman.
(b) The Board of Governors may delegate to the Chairperson of the Pool and Grounds Committee, or to the Chairperson of the Rules Committee, or to a responsible employee of the Club, the power to suspend pool privileges for the violation of Club Rules and Regulations provided such suspension does not exceed seven (7) days. A written report of each suspension in excess of forty-eight (48) hours containing reasons therefore, shall be submitted to the President within twenty-four (24) hours after the suspension commences.
Section 8. An appeal may be taken to the Club members at any Annual or Special Meeting duly called in accordance with Article VIII.
(a) All classes of members of the Club shall be accorded the facilities of the Club subject to the pool Rules and Regulations which shall be conspicuously posted at the pool at all times.
(b) The Board of Governors at its discretion may extend the privileges of the Club to any person or persons.
(c) The Board of Governors shall fix the terms and conditions upon which guests of members may use the facilities of the Club.
(d) No intoxicating beverage, other than beer or wine, may be brought to the Club grounds. However, the Board of Governors, by majority vote, may sponsor adult activities, which include use of alcoholic beverages on the Club grounds.
(e) Any property of the Club broken, damaged, or removed by a member of any class, or his/her guest, shall be promptly paid for by the Bondholder member.
(f) The Club assumes no responsibility, and members of any class or their guests can have no claim against the Club, for the property of members of any class, or any guest, which may be brought into or left in the Club buildings, or on the grounds.
(g) The Club assumes no responsibility, and member of any class or their guests can have no claim against the Club, for any accident or injury to any person or their property regardless of the case or circumstances.
Section 10. The number of bonds in the Club shall be 140 (one hundred and forty) unless otherwise changed by majority vote of the bondholders.
Section 11. The Board of Governors at its discretion may re-elect a member who has resigned, subject to the membership limitation as set forth in Article VI and Article VII. At the time of resignation, any member may request in writing reinstatement to the Club. This is valid for three (3) years. Ex-members may go to the top of the waiting list after the Board of Governors receives their request in writing.
Section 12. The Board may, by request, grant Emeritus Status to members of the Club who shall have attained the age of 70 years, and who have been members of the Club for fifteen consecutive years. Emeritus members will pay dues and guest fees, but will not be charged work assessments. They will not be required to work on the pool, but may do so if they wish.
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(a) The Board of Governors, at its first meeting after the Annual Meeting of the members, shall establish dues for each class of the membership for the ensuing year.
(b) Dues shall be sufficient to provide for the necessary operating expenses of the Club and the proper maintenance and improvement of its property, and such dues shall be payable in two equal installments due the first (1) day of March and the first (1) day of May of each year.
(c) No dues or any part thereof shall be refunded except that the Board of Governors may at its option pro-rate membership dues for new and old members in accordance with the unexpired season.
(d) An annual assessment may also be established by the Board of Governors to be used for annual maintenance. This assessment, or a portion thereof, may be refunded in accordance with a pre-established schedule for participation in “work parties”.
Section 2. All candidates of membership in the Club shall be required to pay an initiation fee as prescribed by the Board of Governors. The initiation fee will not exceed fifty dollars ($50.00).
Section 3. For the purpose of providing a sufficiency of the necessary funds for the establishment of the Club and for the procurement of its facilities, all members accepted into the Club, as a condition of membership, shall be required to purchase a bond in an amount of not less than six hundred dollars ($600.00).
(a) The bonds shall not be transferable and shall contain an appropriate notation to that effect on the face thereof.
(b) Except for payment as therein provided, each bond shall become null and void upon the date that the holder thereof ceases to be a member for any cause. The time and manner in which the holder shall be paid the value of his/her bond, subject to the provisions of Section 7 hereof, shall be determined by the Board of Governors, provided, however, that each bond shall be redeemed in chronological order in which the memberships terminate, and as soon as payment is received from an incoming member. Intent of withdrawal shall be given to the Secretary in writing.
(c) The Board of Governors will insure that the purchase price of the bond offered to incoming members is sufficient to protect the individual member’s equity in the Club.
(d) In no event will the Club retain any part of the purchase price paid by an incoming member, except as provided by Section 7 hereof, but will promptly remit all such funds directly to the terminated member as consideration for his/her interest in furthering the purposes for which the Club is established, and as a refund of a part of the funds furnished by him/her to operate, maintain, and improve the facilities.
(a) The Club may be dissolved by voluntary action of the Members. A vote to dissolve may be taken not less than 30 calendar days after a notice of the proposed action has been sent by Certified mail to the last known address of each member. A member may vote by proxy, which clearly indicates a vote for or against the proposal. Such proxy shall be returned to the Secretary of the Club by Certified mail. Not less than 75% of the bondholders must vote to dissolve the Club in order for the Club to be dissolved voluntarily.
(b) Involuntary dissolution may be required if:
1. The Club is bankrupt.
2. Condemnation of the property for public use under proper procedures of the law results.
3. Failure of the membership to elect sufficient number of persons from the Club membership to fill the nine positions of the Board of Governors.
(c) In the event of the dissolution of the Club in any manner or for any cause, and in no other event, upon the effective date of the dissolution of the Club, bonds shall be a lien upon the proceeds of the sale of the property of the Club after the payment of all its just debts and obligations to the extent of the then value of the bonds as fixed by their By-Laws, subject to set-off of all debts, dues and obligations owed by the holder of the bond. After payment of all bonds outstanding upon the effective date of dissolution of the Club, the surplus remaining shall be distributed equally and paid pro-rata among the membership on the effective date.
Section 6. Any member of any class failing to pay at least half his/her indebtedness before the tenth (10) day of March, and the remaining, if any, by the tenth (10) day of May shall be notified that, if such indebtedness is not paid within fifteen (15) days thereafter, the delinquent member may be suspended by the Board of Governors. Any person thus suspended shall immediately be notified in writing by the Secretary of his/her suspension; and if his/her indebtedness shall not be paid within fifteen (15) days thereafter, he/she shall cease to be a member of the Club.
Section 7. Upon cessation of membership for any cause all indebtedness owning to the Club by him/her shall be a lien upon and charged against his/her bond, and the bond may be taken over by the Club to satisfy such indebtedness. In the event of the Club being unable to obtain possession of the bond, it may be canceled on the books of the Club, and a new bond issued in place thereof to a newly elected member on payment by him/her to the Club of the then value of a bond fixed by these By-Laws. In case of the enforcement of a lien, as above herein provided, neither the signature of the holder nor the delivery of the bond shall be requisite to perfect the transfer to the Club, or to a new possessor, and the Treasurer of the Club is hereby authorized, as attorney of the holder of such bond, to make such transfer. Every bond issued is expressly subject to the provisions of this Section.
Section 8. Bondholder members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by members of their family to whom the privileges of the Club shall have been extended, and for all charges and liabilities imposed upon or incurred by guests sponsored by them.
Section 9. All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State and other governmental bodies and agencies, and may be subject to adjustment as a provision thereof.
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(a) The Annual Meeting of the Club shall be held during the month of November in each year, at such place and time as the Board of Governors may determine.
(b) The Annual Meeting shall be for the purpose of electing Governors, presenting committee reports, and for the transaction of such other business as may be indicated in the notice or may be brought before it.
Section 2. Special meetings of the Club may be called by the Board of Governors. Also, upon the written request of ten (10) bondholder members to the Secretary, stating its purpose therefore, a special meeting shall be called by the Secretary within thirty (30) days.
(a) Notice of the Annual Meeting shall include the budget for the coming year and the names of the candidates nominated by the Nominating Committee. If the Secretary receives any independent nominations conforming to Article IX, Section 2, he/she shall notify the membership by electronic mail ( further refenced as "e-mail" & defined as: to send (a message, document, etc) by electronic mail via a system for sending and receiving messages electronically over a widely distributed computer network. E-mail is asynchronous and does not require the receiver of the message to be online at the time the message is sent or received. E-mail also allows a user to distribute messages to large numbers of recipients instantaneously. ) of these nominations at least seven (7) days prior to the Annual Meeting.
(b) Independent nominations may be made as provided by Article IX, Section 2.
(c) Special meetings of the Club may be held on five (5) days notice by e-mail to all members. The notice shall state the purpose for which the special meeting is called, and no other business shall be transacted thereat.
Section 4. Only bondholder members shall be entitled to vote at meetings of the Club, each bond representing one (1) vote only. Any member may be represented in proxy if not able to attend in person; however, a proxy will be considered valid only if confirmed by a written authorization signed by the absentee and presented to the chairperson. Voting may be in voice but ten (10) members including those represented by proxy shall have the right to demand voting by roll call.
Section 5. Ten (10) voting bondholder members, present in person, shall constitute a quorum at all Club meetings.
Section 6. Whenever in these By-Laws notice to members is required by e-mail, the mailing of such notices to the last known e-mail address of the members shall constitute notice.
(a) The Board of Governors shall hold its first meeting following the Annual Meeting of the members in each year within sixty (60) days of such Annual Meeting.
(b) The Board of Governors may, by resolution, establish from time to time a schedule of its meetings and rules for the conduct thereof.
(c) Special meetings of the Board of Governors may be called by the President and shall be called by the Secretary upon the request of two (2) members of the Board.
(d) Notice of the regular monthly, and special, Board meetings, shall be made to each member of the Board at least five (5) days before the date of the meeting.
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(a) There shall be a Nominating Committee to be composed of five (5) bondholder members of the Club. Three (3) members shall be elected at the Annual Meeting of the Club; the other two (2) shall be elected by the Board of Governors from among their number and shall be Governors whose term of office shall not expire at the ensuing Annual Meeting of the Club. A vacancy occurring among the three (3) members chosen by the Club shall be filled by the remaining members so chosen, and a vacancy occurring among the two (2) members chosen by the Board of Governors shall be filled by the Governors.
(b) The Nominating Committee shall nominate a candidate for each vacancy in the Board of Governors to be filled at the Annual Meeting and three (3) candidates for the next year’s Nominating Committee, and shall report such nominations to the Secretary on or before the fifteenth (15) of October of each year.
Section 2. Independent nominations of candidates for election at the Annual Meeting may be made by a letter, signed by two (2) bondholder members other than the candidate, and delivered to the Secretary at least twelve (12) days before the Annual Meeting. The Secretary will give notice thereof to all members entitled to vote at least five (5) days before the Annual Meeting.
Section 3. Nominations may be made from the floor at the Annual Meeting, to fill vacancies, whenever candidates have not been otherwise nominated.
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(a) The standing committees shall be: Pool and Grounds, Program, Membership, Finance, Rules and By-Laws, and Nominating.
(b) The duties and powers assigned in these By-Laws to the standing committees shall be subject to the authority of the Board of Governors.
Section 2. The Pool and Grounds Committee shall exercise supervision over the pool and grounds; shall attend to the improvement and maintenance of the pool, buildings, operating equipment, and grounds; shall have authority there over; and, in conjunction with the Rules Committee, shall insure that the rules and regulations of the Club are enforced.
Section 3. The Program Committee shall prepare the program of instruction and entertainment, and exercise supervision over same.
Section 4. The Membership Chairperson, in accordance with Article VI, Section 5, shall investigate and report to the Board of Governors upon the desirability of applicants for membership.
Section 5. The Finance Committee shall prepare and submit a proposed annual budget for the ensuing year in an October meeting of the Board of Governors. This proposed and/or amended budget will then be submitted to the membership by the Board of Governors at the Annual Meeting for final approval. The Board shall also exercise general supervision of the financial transactions of the Club. In addition to the aforementioned responsibilities, the Finance Committee shall review annually all insurance policies and insurance requirements of the Club. Following the review, the Finance Committee shall make a report of their findings and recommendations to the Board of Governors.
Section 6. The Rules and By-Laws Committee shall prepare rules of health and good conduct in connection with the operation of the pool and shall, in conjunction with the Board of Governors prepare revisions to the By-Laws when deemed necessary. This Committee shall act jointly with the Pool and Grounds Committee to insure that the rules and regulations of the Club are enforced.
Section 7. The Nominating Committee, in accordance with Article IX, Section 1, shall nominate candidates for the Board of Governors and for the Nominating Committee for the succeeding year.
Section 8. No more than one (1) member of a family shall serve on any legislative committee at one time.
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(a) Each person who acts as a Governor or officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of his/her being or having been a Governor or officer of the Club, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct, and except any sum paid for the Club in settlement of an action, suit or proceeding based on gross negligence or willful misconduct in the performance of his/her duties.
(b) The right of indemnification provided herein shall endure to each Governor and officer referred to in the above, whether or not he/she is such Governor or officer at the time such costs or expenses are imposed or incurred, and in the event of his/her death shall to his/her legal representatives.
Section 2. Any questions as to the meaning for proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Governors.
Section 3. These By-Laws may be amended by a two-thirds (2/3) vote of the bondholder members present in person or represented by proxy at any meeting of the Club provided at least five (5) day’s notice of such amendment by e-mail shall be given to each such member.
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For information regarding the JLSC By-Laws contact us at (848) 468-5572.
** Revised November 1988, March 1990, January 1994, October 2000 & March 2015