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Bylaws

CONSTITUTION AND BY-LAWS
THE OAKS RECREATIONAL CLUB
AURORA, ILLINOIS

ARTICLE I ORGANIZATION

SECTION 1. The club is incorporated under the laws of Illinois as The Oaks Recreational Club. Its object is the promotion of swimming and other recreation and social activities and the ownership and maintenance of the grounds, pool, clubhouse and equipment necessary for these purposes on a non-profit basis.

ARTICLE II DEFINITIONS

SECTION 1. EQUITY MEMBER. An Equity member shall consist of a family unit residing in Oakhurst and nearby communities in Aurora, Illinois that have purchased an equity membership in the club. A family unit shall consist of the head of the household and the permanent resident members of the family and upon approval by the Board of Directors any other person temporarily residing with the family unit Use of the pool and other physical facilities of the Club shall be limited to members and their guests, subject to the rules and regulations established by the Board of Directors. Equity memberships are primarily intended for owners of single or multi-family residences. All equity members in good standing shall enjoy voting privileges and each family unit shall be entitled to one vote. An equity member in good standing shall be entitled to the use of the pool and all other physical facilities of the Club.

SECTION 2. CHARTER MEMBER A Charter member will be defined as any Equity membership purchased up to and including November 15.1997. Charter members shall be entitled to privileges as established each year by the Board of Directors

SECTION 3. ANNUAL MEMBER Annual memberships are primarily intended for families who are on the waiting list, renters residing in family residences set forth in Section 2.and others designated by the Board of Directors. An annual member shall be entitled to the use of the pool and all other physical facilities of the Club, subject to whatever restrictions are established by the Board of Directors.

SECTION 4. FULL MEMBERSHIP Full membership for the Club is 400 dues -paying equity members who are in good standing.

SECTION 5. GOOD STANDING Any member who has paid the membership fee in fuIl or is up to date on an approved payment plan for the membership fee and who has paid in full annual dues and all other lees.

SECTION 6. BAD STANDING Any member who is not in good standing as set forth in Section 5.

SECTION 7. BOARD OF DIRECTORS Those equity members who have been duly elected by the Clubs equity members to control and manage the affairs and property of the Club.

SECTION 8. MEMBERSHIP The fee established by the Board of Directors, subject to a minimum of $1,750.00 to purchase an equity membership.

SECTION 9. ANNUAL DUES The yearly amount established by the Board of Directors for use of the Clubs facilities.

SECTION 10. SPECIAL ASSESSMENT Any amount approved by a passing vote of the equity members present or by proxy to reduce the Clubs indebtedness or to defray expenses for a new capital equipment or major repairs to the Club’s facilities.

SECTION 11. WRITTEN NOTICE Notice by mail to the member’s last postal address on the Clubs books.

SECTION 12. WAITING LIST List of perspective members who have made application for membership. Names will be placed on the list in order of receipt of application

SECTION 13. CANCELLATION LIST List of equity members who have tendered in writing their resignation or who have been terminated by the Board of Directors. Names will be placed on the list in order of receipt of resignation or termination.

SECTION 14. PASSING VOTE A two-thirds vote by equity members present or by their proxy vote.

ARTICLE III BECOMING AN EQUITY MEMBER

SECTION 1. Memberships may be purchased only from the Club and shall not be transferable except as provided in Article VI. There shall be a membership fee as listed En the official Club records for equity memberships. Every person desiring to become a member must make an application in writing to the Club on a form approved by the Board of Directors.

SECTION 2. Membership fees are established annually by the Board of Directors up to the maximum authorized by the members. The membership fee will be announced in writing prior to the pool opening of each year. The schedule of membership fees will be available from the Secretary.

SECTION 3. Certificates of membership shall be contained in a book and be issued in consecutive order under the corporate seal of the Club, and shall be numbered, registered and signed by the President and Secretary in the order in which they are issued, All certificates returned to the Club shall be canceled by the Secretary and such canceled certificates replaced in their original place in said book.

ARTICLE IV BECOMING AN ANNUAL MEMBER

SECTION 1. The Board of Directors shall determine each year the number of annual memberships to be issued for the current operating year, Annual memberships may be issued by the Board of Directors at any time and upon such terms as the Board of Directors shall determine.

SECTION 2. Annual member shall have no ownership interest in the property and assets of the club. Annual memberships shall not be renewable as of right, any renewal being subject of approval of the Board. Annual dues of annual memberships shall be determined by the Board of Directors. Use of the Club by annual memberships can be limited prior to the swimming season by the Board of Directors. No family shall be permitted to be annual members for more than two years.

ARTICLE V RESIGNING AN EQUITY MEMBERSHIP

SECTION 1. Any member in good standing may at any time resign his membership by turning in to the Secretary of the Club their certificate of membership for cancellation and forfeiting all their rights. Names of the resigning members shall be placed on the cancellation list.

SECTION 2. The Secretary of the Club will cancel a membership only when sufficient funds are available and only upon approval of the Board of Directors

SECTION 3. A resigning member in good standing, will receive their original membership less any discount as determined by the Board of Directors, so long as Section 1 and Section 2 of this Article are satisfied.

SECTION 4. A resigned member in bad standing or a member who has been terminated by the Board of Directors will receive their original membership fee less any discount as determined by the Board of Directors.

ARTICLE VI TRANSFERRING AN EQUITY MEMBERSHIP

SECTION 1. Any member in good standing who ceases to be a resident homeowner may transfer their membership to the buyer of their home. The transfer will be made by the Secretary of the Club after receiving the certificate of membership from the member canceling same immediately without being put on the cancellation list and issuing a new certificate to the buyer of the home. The fee to be paid for such transfer shall be determined by the Board of Directors, and designed to cover administrative costs.

SECTION 2.  A membership may be transferred between members of the same family in the event of divorce. The transfer will be made by the Secretary of the Club after receiving written notice from either of the family members and signed by both members relinquishing all rights to the membership and request that it be transferred to another family member. In addition, the old membership certificate must be tendered to the Secretary of the club who will cancel it and reissue a new certificate to the other family member.

SECTION 3. A membership may be sold by an equity member to another party subject to approval of the Board of Directors provided original membership certificate and an affidavit signed by the original member(s) relinquishing ail rights are tendered to the Secretary of the club who will cancel the original certificate and issue a new certificate to the buyer.

ARTICLE VII EQUITY RIGHTS UPON DISSOLUTION OF CLUB

SECTION 1 In the event of any dissolution at the Club all assets remaining after all liabilities and obligations of the Club have been paid or adequate provision made thereof, shall be distributed in equal shares to equity members in good standing at the time of dissolution; provided, however, that no member shall have any rights to any assets or property of the Club except in the event of dissolution and in such case only as specifically provided in this section.

ARTICLE VIII MEMBERSHIP RIGHTS UPON DEATH OF MEMBER OF A FAMILY UNIT

SECTION 1. Upon death of an equity member in good standing the certificate of membership shall be suspended pending settlement of the estate. No dues or other charges will be collected during this period. Membership can be reactivated by survivors as approved by the Board of Directors

ARTICLE IX PAYMENT OF ANNUAL DUES

SECTION 1. The Board of Directors shall by the first day of December of each year determine the annual dues to be charged for equity and annual memberships. The Board shall notify by the fifteenth day of December all equity members in good standing of the estimate of probable costs and annual dues for the coming year.

SECTION 2. Equity and annual members shall by the fifteenth day of January remit to the Club the annual dues for full membership or their first installment under a quarterly payment plan as approved by the Board of Directors. Dues of members terminating their membership shall be refunded on a prorated basis according to the number of days of the pool season defined for the purpose of these by-laws as Memorial Day to Labor Day that have elapsed at the time such membership is terminated as determined by the Board of Directors in accord with a uniform policy established at The beginning of the year provided, however, that no refunds shall exceed two-thirds of the annual dues nor shall any refunds be made in the case of membership terminations after August 1 of that year

SECTION 3. The Board of Directors may change the amount of the annual dues or levy special assessments against voting members from time to time as in their sole discretion the urgency of the Club may require: provided, however, that no special assessment shall be valid until the same shall have been ratified and approved by a passing vote of the equity members present in person or by written proxy at a regular meeting, or at a special meeting called for the purpose of considering the same, New members accepted to membership during June, July and August shall pay dues from the effective date of their membership as fixed by the Board of Directors. These dues will be prorated, but in no case less than one-third of annual dues.

ARTICLE X MANAGEMENT

SECTION 1. The control and management of the Club and its affairs and property shall be entrusted to a Board of five Directors. At the September 1998 annual meeting the board will be expanded to nine members by the election of four additional board members, The Directors shall select a President who will preside at all the meetings of the Board of Directors.

SECTION 2. The annual meeting and election of Directors of the Club shall normally be held on the third Tuesday in September of each year at such time and place as the Board of Directors shall direct notice of which time and place shall be given by mail to the members of the Club at least ten days before such meeting; but such meeting may be adjourned from time to time as shall be found necessary or convenient. The Directors elected at such meeting shall take office immediately.

SECTION 3 At any annual or special meeting of the Club, twenty-five equity members in good standing, or their written proxy shall constitute a quorum for the transaction of business.

SECTION 4 Meetings of the Board shall be once a month at a time and place the Directors shall decide. Special meetings of the members may be called at any time by the Board of Directors and shall be called by them on the request in writing of not less than twenty-five voting members. Members shall be given at least five days notice by mail of any such special meeting, which notice shall state the subject of such meeting.

SECTION 5 The terms of the initial five directors shall expire in September 1999. Thereafter the Directors shall hold office for two years and until their successors are fully elected and qualified. Should a Board position become vacant for any reason the Board shall select a successor to fulfill the remainder for the term within thirty days.

SECTION 6 At least thirty days before the annual meeting, the Board of Directors shall appoint a nominating committee. Such nominating committee shall propose new director candidates, to be submitted to the general membership for vote. At least fifteen days before the annual meeting the Secretary shall mail to each Equity member of the Club a list of the proposed candidates.  The candidates receiving the highest number of votes shall be considered elected to the board, with the current Board breaking any tie votes.
(a) Informal Action by Directors- The authority of the Board of Directors may be exercised without a meeting if a consent in writing, setting forth the action taken is signed by all of the Directors entitled to vote.

SECTION 7. If any Director fails to attend four meetings of the board in any fiscal year, the Board may in its sole discretion declare his/her office vacant.

SECTION 7.1 Vacancies: A vacancy in any office, except the President, because of death, resignation, removal, disqualification or otherwise, may be filled by the President, upon approval of the Board of Directors for the unexpired term, if any

SECTION 8. The officers of the Club shall be a President, Vice President, Secretary, and Treasurer. They shall all be members of the Board of Directors and shall hold their respective offices for one year and/or until their successors are elected and qualified.
SECTION 8.1 The President shall preside at all meetings of the members and shall be the general executive officer of the Club, subject to the direction and control of the Board of Directors. The President and the Secretary shall sign, on behalf of the Club, all instruments in writing, contracts, deeds, notes, mortgages and other legal documents which it may become necessary for the Club to execute after authorization from the Directors.
(a) Election: The President shall be a member of the Board of Directors and elected annually at the annual meeting of the Board for a term of one(l) year, or until his successor is appointed and qualified. The election of the President shall be by a majority of the Board members present at the meeting at which the President is elected The President shall be elected from the Board of Directors.
(b) Resignation The President may resign by submitting in writing his resignation to the Secretary of the Club. The resignation shall be effective when a successor President is duly appointed and qualified. A Director may resign as President and still remain as a Director of the Club.
(c) Removal: The Board of Directors by majority vote of the Board .may remove the President from that office whenever, in its judgment, the best interests of the Club would be served thereby but such removal shall be without prejudice to the contract rights, if any, of the person so removed The removal shall be effective only after service on the person holding this office, by United States mail, return receipt requested of a copy of the written statement of the reasons for this removal and an opportunity to be heard by the full Board in person or by counsel for his own defense upon not less then ten (10) day’s notice. In case of abandonment of his office or in the case of death, conviction of a felony or removal from office, or in the event he should not be a duly appointed and qualified member of the Board of Directors of the Club his/her office shall become vacant.
(d) Duties: The President shall be the principal officer of the Club and shall, in general, supervise and control the affairs of this Corporation. The President shall preside at all meetings of the Board of Directors: the President may sign with the Secretary, or any other proper officers of the Club, any Contracts, Notes or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, or by the Statutes of the State of Illinois, to some other officer or agent of the Club; and, in general, the President shall perform all duties incident to the office of President. The President shall be an ex officio member of all committees.
(e) Appointment of Successor: A successor President shall be selected by majority vote of the Board of Directors as soon as a vacancy occurs in that office to serve for the unexpired term of the President.

SECTION 8.2 The Vice-president shall perform the duties of the President in the event of his/her death, absence, or inability to act.
(a) Election: Resignation and Removal: A Vice-President shall be elected, submit his resignation or be removed in the same manner as the President.
(b) Duties: The Vice-President shall have such duties as may be prescribed by the By-Laws, Rules or Regulations of this Club, or as directed by the President, provided such are not inconsistent with the Statutes of the State of Illinois, or the By-Laws, Rules or Regulations of the Corporation. In the absence of the President, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all the restrictions on the President.
SECTION 8.3 Secretary
(a) Election: Resignation and Removal, The Secretary shall be elected, submit his resignation or be removed in the same manner as the President.
(b) Duties: The Secretary shall attend the meetings of the members and of the Board of Directors, and shall keep in a book or books of the Club provided for that purpose, true and correct records of all the meetings: shall give all the notices herein provided for or required by law, or that may from time to time be necessary or expedient shall have custody of the corporate seal, charter, constitution ,and by-laws and records shall conduct its correspondence, except such as belongs to the office of the Treasurer: and shall perform such other duties as are usual to the office or as may be required by the Board of Directors. The Secretary shall at all times be subject to the direction and control of the Board of Directors. Shall have such duties as are prescribed by the Statutes of the State of Illinois:State> and provided for by these By-Laws and Rules or Regulations of the Corporation provided such are not inconsistent with the Statutes of the State of Illinois or the By-Laws Rules or Regulations of the Corporation.

SECTION 8.4 Treasurer
(a) Election: Resignation and Removal. The Treasurer shall be elected. submit his resignation or be removed in the same manner as the President,
(b) Duties: The Treasurer shall keep all accounts of the Club in books belonging to the Club, which shall at all times be open to the inspection of the Board of Directors, The Treasurer shall collect and disburse the funds of the Club under the direction of the Board of Directors and the Statutes of the State of Illinois. Before entering upon his duties, arid if required by the Board of Directors, the Treasurer shall execute a Bond with corporate sureties approved by this Board in such amount as the Board of Directors shall hereafter direct. The Bond shall be payable to the Club, conditioned upon the faithful performance of the treasurer of the duties of his office and the payment of all monies received by him/her according to law and orders of this Board. The Treasurer shall, if requested by The Board of Directors, render a statement in writing at each regular meeting of the Board of Directors showing the receipts. disbursements and expenses during the preceding months the amounts due from members and the cash balance on hand and as far as practicable the outstanding complete balance sheet showing the financial condition of the Club and full report in detail of the receipts, disbursements and expenses of the fiscal year just closed, which balance sheet and report will be printed and distributed to the members at the annual meeting

SECTION 9. The fiscal year shall end December 31st of each year. The Treasurer shall keep the funds of the Club on deposit in the name of the Club in a bank or other financial institution, and shall furnish such bond as the Board of Directors may require Funds may be used to purchase certificates of deposit, commercial paper, government or corporate bonds or other short term debt instruments that would quality as prudent man investments. The Treasurer will be directed on proper disposition of funds for investment purposes by the Board of Directors and shall be authorized to act in the Club’s behalf. The Board of Directors shall require that all checks, drafts, or other instruments for payment of funds of the Club shall require two signatures, one of which shall be the Treasurer; the other of which shall be a Director as authorized by the Board of Directors at their first meeting following annual election.

ARTICLE XI COMMITTEES

SECTION 1. The Board at the first meeting of the Board of Directors following the annual meeting, shall elect Chair persons for the following standing committees from the Board

• Auditing Committee
• Operating Committee
• Membership Committee
• Social Committee

These committees can appoint sub-committees as appropriate. Chairpersons so appointed shall prepare and submit to the President a list of committee members to serve on such committees for the succeeding year. The President will appoint an Auditing Committee Chairperson and other committee persons as necessary to the operation of the club and delegate to them such powers and duties as he may from time to time deem expedient.

SECTION 2. The Operating Committee shall be charged with the responsibility for operation of the recreational facilities of the Club.

SECTION 3. The Membership Committee shall be charged with the responsibility for all matters pertaining to membership and shall supervise the election of the Board of Directors.

SECTION 4. The Auditing Committee consisting of three equity members who are not Directors shall biannually audit the books of the Club and shall report the results of their audit at the annual meeting. The report of the Auditing Committee shall be available to all members at all times.

SECTION 5. The Social Committee shall be responsible for all social functions sponsored by the Club.

ARTICLE XII MISCELLANEOUS

SECTION 1. Nothing in these by-laws shall be construed to permit the Board of directors to borrow or pledge the credit of the Club without the specific approval of two- thirds of the voting members of the club at a duly held regular or special meeting.

SECTION 2. The club shall keep correct and complete records containing the name, addresses and types of membership of all members, Such records may be inspected by any voting member for any proper purpose upon reasonable written notice and statement of purpose

SECTION 3. The Club shall complete all filings required by law.

SECTION 4. The Board of Directors shall present at each annual or special meeting a full and clear statement of the business and financial condition of the Club.

SECTION 5. The Board shall promulgate rules and regulations not inconsistent with these by-laws governing the operation and use of the Club’s facilities and in connection therewith shall take other action as it deems necessary and proper.

SECTION 6. These by-laws are subordinate to the Articles of Incorporation but shall control and take precedence over any other rule and regulation of the Club, or publication or other matter, whether oral or written.

SECTION 7. All points of order not covered by the by-laws shall be ruled upon according to Generally Accepted Rules of Order at all meetings.

SECTION 8. The Board of Directors may delegate to an administrative committee or to a responsible employee or sub-contractor of the Club the power to deny recreational privileges to any member of a family unit for violation of Club rules and regulations. A report of such suspensions, containing reasons therefore shall be submitted to the Chairperson of the Operating Committee and the Board of Directors within forty-eight hours of taking such action, Regular membership may be suspended for valid reasons by the Board of Directors. This suspension must be followed by a hearing with time and place given in writing with at least one days notice to the member in order that the member may exercise his/her rights to contest the suspension.

SECTION 9. (a) All members of the Club shall be accorded the facilities of the Club subject to the rules and regulations which shall be adopted by the Board of Directors and posted at all times in the Club.
(b) Except as otherwise provided by these by-laws, the Board of Directors at its discretion may extend temporary privileges of the Club to non-members
(c) The Board of Directors shall have full power to deny the use of the Clubs facilities to any non-member.
(d) Any property of the Club either willfully or negligently broken or damaged by a member or his/her guest shall promptly be paid for by the head of the household of the member unless otherwise provided by the Board.
(e) The Club assumes no responsibility and members or their guests can have no claim against the Club or the property of members or any guest which may be brought into or left in the buildings or on the grounds.
(1) No intoxicants shall be brought into the grounds without the prior consent of the Board of Directors

SECTION 10. Each person who acts as a Director 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 being or having been a Director 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 have acted outside the scope of his authority or be liable for gross negligence or willful misconduct and except any sum paid for the Club in settlement of such action suit or proceeding based on action outside the scope of authority or gross negligence or willful misconduct in the performance of his duties.
(a) The right of indemnification provided herein shall inure to each Director and officer referred to in Section 10 whether or not he/she is such Director or officer at the time such costs or expenses are imposed or incurred, and in the event of his death, shall extend to his legal representatives.

SECTION 11. The Post office address of the principle office of the Club shall be that designated by the Board of Directors. The Club shall have and continuously maintain in this State a registered office and a registered agent whose office shall be identical with such registered office as from time to time determined by the Board of Directors.

ARTICLE XIII AMENDMENTS

SECTION 1. This constitution may be amended at any annual or special meeting of the Club, by vote of two-thirds of the voting members present in person or by written proxy. Notices of proposed amendments shall be furnished to the Secretary and the Secretary shall mail a notice of proposed amendments, with copies of same to each member at least two weeks before such meeting.