BY-LAWS

A Corporation of the State of New Jersey, formed on February 13, 1930, under “An Act to Incorporate Associations Not for Pecuniary Profit,” approved April 21, 1898, and Supplements and Amendments thereto.

ARTICLE I.

Purposes
The purposes for which this corporation is formed are stated in the Certificate of Incorporation, as follows:

  1. To develop social intercourse among its members and to provide them with the conveniences of club houses and with facilities for indoor and outdoor sports, entertainments and amusements, and to conduct tournaments and athletic contests and to award suitable trophies and prizes to contestants.

  2. To do all and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any of the objects for which this Corporation is formed, or which shall at any time appear conducive or expedient for the protection or benefit of the Corporation, with all powers now or hereafter conferred by the laws of New Jersey upon corporations incorporated under the aforementioned “An Act to Incorporate Associations Not for Pecuniary Profit.”

*See Article III, No. 3.

ARTICLE II.

Trustees

The trustees of this Corporation, hereafter called the Club, shall be the President and members of the Board of Governors.

ARTICLE III.

Members

Qualifications: No person shall be eligible for election to membership in the Club who shall not be a resident of the Borough of Essex Fells.* *See Article III, No. 8.

  1. Any person elected to membership may retain such membership after ceasing to be a resident of Essex Fells* as long as the person continues to meet all financial obligations. Members of the Club, moving out of town, may resign with the privilege, if they move back to Essex Fells, of rejoining the Club when the first vacancy occurs by paying one-half of the initiation fee in effect at the time of rejoining the Club.

  2. Election: The President, prior to the first meeting of the Board of Governors after each annual meeting of the Club, shall appoint from outside the membership of the Board three (3) members of the Club who shall constitute a Membership Committee for the ensuing year. It shall be the duty of this Committee to meet from time to time to consider applications for membership in the Club and to recommend to the Board suitable applicants. No person shall be recommended for membership who shall not be personally known to and approved by at least two (2) members of the Committee.

    • The Board of Governors shall vote upon the admission to the Club of each applicant recommended by the Membership Committee at their first or second meeting after receiving such recommendation, and shall confer membership only upon those applicants who shall be approved by three (3) members of the Board. The vote of the Board shall be by ballot.

    • All proceedings of the Membership Committee and of the Board relating to the election of members shall be confidential. Each member of the Committee shall be notified of and shall have the right to attend the meetings of the Board at which applications shall be acted upon, and shall be given an opportunity to present orally the reasons for his approval or disapproval thereof.

  3. Expulsion or Suspension: Expulsion or suspension from the Club shall require the affirmative vote of no fewer than four (4) members of the Board of Governors. Sufficient cause for expulsion or suspension shall be a serious violation or continuing violations of the rules of the Club.

    • Upon the expulsion of any member, all rights and privileges as a member of the Club shall be terminated.

    • Upon the suspension of any member, all rights and privileges as a member of the Club shall be suspended until restored by the Board.

    • All dues, initiation fees, or other obligations are payable within thirty (30) days. At the end of the 30-day period, a uniform penalty fee of 10% of the balance may be imposed. Failure to pay dues, initiation fees, or other obligations within ninety (90) days shall result in the suspension of Club privileges until all debts are paid.

  4. Membership Limit: The regular family membership of the Club, excluding Associate members, Junior members, Out- of-Town members, and Granted Privileges members, shall not exceed ninety (90).

  5. Associate Members: An individual who becomes sixty-five (65) years of age by March 1 of the fiscal year, has no children living at home, and has been a member for ten years, may elect to become an Associate member. The spouse of the Associate member shall enjoy all of the privileges of the Club.

    • A member who is widowed after election to membership may elect to become an Associate member. The unmarried children of the widowed member living at home under the age of twenty-five (25) shall enjoy all of the privileges of the Club. Associate members shall pay only one-half of the annual dues; however, they shall pay any assessment levied by the Club.                                                                   

    • Granted Members: An individual who becomes seventy-five (75) years of age by March 1st of the fiscal year, has no children living at home and has been a member for 20 years may become a granted member. The spouse of the granted member shall enjoy all the privileges of the Club. Granted members shall not pay dues; however, they will pay for any social fees accrued.

  6. Privileges Accorded Members’ Families: The facilities of the Club shall be accorded to the wife or husband of any member and their sons and daughters under the age of twenty-five (25) who live at home.

  7. Junior Members: A resident of the Borough of Essex Fells* who is between the ages of twenty-five (25) and thirty (30), by March 1 of the fiscal year, unmarried and a child of a member in good standing, may apply for membership as a Junior member. In addition, a Non-Resident between the ages of twenty-three (23) and thirty (30) may apply for Junior membership. At the end of their term, all Junior members must apply for regular membership.

    • Junior members shall pay only one-half of the annual dues and one-half of any regular member assessment levied by the Club.

  8. Non-Resident Members: An individual who is the child of a member in good standing but who does not reside in the Borough of Essex Fells, shall be eligible for election to membership in the Club.

    • Further, Non-Resident membership may be offered, in a limited number, to other non-Borough residents as deemed appropriate by the Membership Committee and the Board. No more than ten (10) such Non-Resident memberships may be allowed at any one time. Membership consideration of Non-residents who are not a child of a member in good standing will be subject to the existing Membership Application Process as outlined in the Club’s annual directory. The Non-Resident Regular family membership for children of members in good standing shall not exceed five (5). The Non-Resident Junior membership shall not exceed five (5).

  9. Out-of-Town members: A current member in good standing who is moving outside of a 100 mile radius of the Borough of Essex Fells may elect to become an Out-of-Town member.

    • Out-of-Town members shall pay annual dues of $200.00 per year and will be limited to ten (10) visits to the Club annually.

    • There will be a limit of ten (10) Out-of-Town members.

    • Out-of-Town members may elect to become Regular members at any time and will pay no initiation fee, provided the membership is not full.

    • If the membership is full, the Out-of-Town member who wishes to rejoin the Club will move ahead of any prospective new members, but behind any other Out-of-Town mem bers on the waiting list.

ARTICLE IV.

Meetings

1. Annual Meeting: The annual meeting of the members of the Club for the election of a President and Members of the Board of Gover- nors and for such other business as may properly come before such meeting, shall be held during the month of March at such time and at such place in the Borough of Essex Fells as the Board of Governors shall fix.
2. Special Meetings: Special meetings of the members of the Club may be called by the President at any time, and shall be called by the Secretary upon the written request of two (2) members of the Board of Governors or ten (10) members of the Club.
3. Notice: Written notice of the time, place and purpose of each regular or special meeting shall be mailed by the Secretary to each member of the Club not more than ten (10) days nor less than five (5) days before the day fixed for such meeting. A blank form of proxy shall be mailed with such notice.

4. Quorum: A quorum for the transaction of business at all meetings of members of the Club shall consist of at least 25 percent of the total number of votes entitled to be cast, in person or by proxy.
5. Voting: Each member of the Club shall be entitled to one(1)vote by reason of his membership in the Club. Voting may be viva voce, but any member shall have the right to demand a vote by written ballot.

ARTICLE V.

Board of Governors

1. Classification and Election: The Board of Governors shall consist of the President and six (6) members of the Club. The members of the Board other than the President shall be divided into three (3) classes, each of which shall consist of two (2) members. At the first election of Governors there shall be elected two (2) members of the Board to serve until the first annual meeting, and two (2) members to serve until the second annual meeting and two (2) members to serve until the third annual meeting. At the first annual meeting and at each annual meeting thereafter, there shall be elected two (2) members to serve for a term of three (3) years and until their successors are elected and qualify.
2. Powers: The Board of Governors shall have full control over the business and affairs of the Club. Among other things, they shall have the right to prescribe and publish rules regulating the use and providing for the care and protection of the Club property, and to prescribe the penalties for their infraction; to make regulations concerning guest privileges; to fix dues and assessments, provided, however, that any assessments in excess of two hundred dollars ($200.00) per member in any one calendar year shall be subject to ratification by the members of the Club at a regular or Special meeting of members; and shall have such other rights and powers as may be given them by law or given or permitted by these By-Laws.
3. Quorum: At all meetings of the Board the presence of a majority of the members thereof shall be necessary to constitute a quorum for the transaction of business.
4. Meetings: The Board shall meet at least once during the month of February of each year, and at least once in each two (2) months thereafter until the month of September, and at least once during the period between September and February, at a time and place to be fixed by the Board. The Secretary shall send out a notice of each regular meeting at least five (5) days in advance thereof. Special meetings may be called by the President at any time and shall be called by the Secretary upon the request of two (2) members. Written or oral notice of each special meeting, with a statement of the business to be transacted shall be given to each member at least twenty-four (24) hours before the time for such meeting.

The first meeting of the Board of Governors after the annual meeting of the Club shall be held within two (2) weeks thereof.
5. Vacancies: Any vacancy in the Boardw of Governors through death or resignation or removal shall be filled for the unexpired
portion of the term of such deceased or resigned or removed member by the vote of the remaining members of the Board.
6. Committees: The President shall appoint such committees from among members of the Board or otherwise for such purposes and with such powers and duties as the Board shall deem desirable.

ARTICLE VI.

Officers

1. Election: The members of the Club at the annual meeting shall elect two new Trustees for a three (3) year term. Anyone who has served on the Board of Trustees for three years will not be eligible to serve another term until they have been off the Board for one (1) year. The only exception to this is the President who may serve another one (1) to three (3) years. In the event a member already serving on the Board is elected President, a vacancy will be deemed to have been created in the Board to be filled by the vote of the remaining members thereof at the first meeting following the annual meeting.
The members of the Club at the annual meeting shall elect Officers of the Board of Trustees consisting of President, Vice- President, Secretary and Treasurer, who shall serve for one (1) year and until their successors are elected and qualify.
2. President: The President shall be chief executive officer of the Club. He shall preside at all meetings of the Club and of the Board of Governors. At all meetings of the Club he shall cast the deciding vote in the event of an equal division. At all meetings of the Board of Governors at which an equal division occurs, the President shall have a deciding vote in addition to his vote as a member of the Board.
He shall execute all contracts in the name of the Club when authorized to do so by the Board, and shall perform such other duties as are incident to his office.
3. Vice-president: The Vice-president, in the absence or disability of the President, shall perform the duties and exercise the powers of the President, and shall perform such other duties as may be imposed by the Board of Governors.

4. Secretary: The Secretary shall attend all meetings of the Board of Governors and all meetings of the members of the Club, and act as Clerk thereof, and record all votes and the minutes of all proceedings. He shall conduct the official correspondence of the Club and shall keep all records, documents and papers relating to the Club in such place as shall be designated by the Board of Governors. He shall perform such other duties as may be imposed by the Board of Governors.
5. Treasurer: The Treasurer shall have custody of all the funds and securities of the Club and shall keep full and accurate accounts of all receipts and disbursements. He shall not pay out or disburse any moneys of the Club except in such manner as shall be approved by the proper officers of the Club, whose approval shall be authorized by motion of resolutions of the Board of Governors. He shall present at each annual meeting of the Club a detailed report of the financial condition of the Club and the receipts and expenditures for the preceding year, and budget of expenses for the ensuing year.

ARTICLE VII.

Nominations

The Board of Governors, before the annual meeting of the Club, shall nominate at least one (1) candidate for each office to be filled at such meeting, and a notice of their nominations shall be incorporated in the notice of the meeting. Any member of the Club shall have the right to place in nomination at the meeting the name of any other candidate.

ARTICLE VIII.

Checks

All checks or notes of the Club shall be signed by any two (2) of the following officers of the Club – the President, Vice-president, Secretary and Treasurer.
ARTICLE IX.
Initiation Fee and Transfer of Membership
1. Initiation Fee: Every person admitted to membership in the Club shall be required to pay the initiation fee established for the year of admittance.
2. Transfer of Membership: Membership shall not be transferable except to the surviving spouse of a deceased member.

In the event of a divorce in a member family, only one (1) of the divorcees may retain membership in the Club.

ARTICLE X.

Dues

The Board of Governors at their first meeting after each annual meeting of members shall fix the time for payment and the amount of dues for the ensuing year. They shall fix such amount as they shall estimate to be sufficient to provide for the necessary running expenses of the Club, the proper maintenance of its property, and provide reserves for replacement of fixed assets and the retirement of the notes of the Club in accordance with the terms of their issuance, and the interests on all such notes.

ARTICLE XI.

Resignations

Resignation from the Club must be submitted in writing to the Board on or before April 30 of the fiscal year, which begins March 1. The Club member will be responsible for the entire fiscal year’s dues if he has not tendered his resignation by April 30.

ARTICLE XII.

Amendments

These By-Laws may be amended at any annual or special meeting of the Club by the affirmative vote of two-thirds of the membership of the Club, present either in person or by proxy, provided that notice of the proposed amendment be contained in the notice of meeting.

ARTICLE XIII.

Any questions as to the meaning or proper interpretation of any provision of these By-Laws shall be determined by the Board of Governors, and a decision of the Board thereon shall be final and binding upon all members of the Club.