NEW PROVIDENCE COMMUNITY POOL AND RECREATION, INC.

BY-LAWS OF THE NEW PROVIDENCE COMMUNITY POOL AND RECREATION, INC.

(As Revised  10/21/2013)

ARTICLE I

1.01     As set forth in the Articles of Incorporation this Corporation shall be called the New Providence Community Pool and Recreation, Inc.

ARTICLE II

MEMBERSHIP

SECTION I - RESIDENCE

2.01     All persons domiciled in the Borough of New Providence, or former residents who had pool memberships in good standing and previously paid their full capital contributions, subject to the membership classification in Article II, Section 2, are eligible for membership in the Corporation. Persons who at the time of application for membership: 1) own an equity interest and actively participate in the operation of a business situated in the Borough of New Providence for 36 months or more; 2) are employed by the Borough of New Providence on a full time basis; 3) are employed by the New Providence Board of Education on a full time basis, shall be eligible for membership at the same rates and with the same capital contribution as residents of the Borough of New Providence.  All membership categories shall be open to this group.

 2.02     There shall be five membership classifications: Family, Two Person Household, Single, Nanny and Senior Citizen.

a.         A Family shall be defined as husband and/or wife and/or civil union partners or other legally recognized domestic partnership and their unmarried children, 22 years of age or under, all of whom reside within the same household.

b.         A Two Person Household shall be defined as a husband and wife and/or civil union partners or other legally recognized domestic partnership living in the same household (without family); or two adults living in a single household; or a single adult and an unmarried child, 22 years of age or under.

c.         A Single membership shall be defined as any individual aged eighteen years or over, not covered under “a” above, or an individual aged fourteen through seventeen, or having completed eighth grade, who has parental consent to join the Corporation, and is not covered under “a” above.

d.         A Senior Citizen membership shall be defined as any individual who will be sixty-two or over during the calendar year.

e.         Nanny membership—Add one (?) with appropriate membership and who is accompanying children on weekdays.

2.03     All applications for membership in this Corporation shall be in writing addressed to the Corporation and shall be accompanied by the payment of non-refundable contribution to the Corporation’s capital fund, to be determined by the Board of Trustees each year.  Membership will begin upon receipt and acceptance of the application.  Senior Citizens will not be required to pay the contribution to capital.

SECTION II – NON RESIDENT

2.04                 Family and individual  memberships shall be available to non-residents of the Borough of New Providence, subject to the following limitations:

a.         No non-resident (other than former members eligible for membership under Article II, Section I) shall be eligible for initial membership without submission of a written recommendation from a current resident member in good standing or petition the board of trustee for membership; over the age of 25, in such form to be designated by the Board.

b.         The membership rate charged for such non-resident memberships shall be determined by the Board of Trustees in accordance with the annual budget.

c.         Nanny Membership— Add one with appropriate membership and who is accompanying children on weekdays.

d.         No further membership of the type provided for in this Section II, Article II shall be permitted if the family memberships at the pool reach the number of 1,200. In enforcing this numerical limitation, preference shall be given to membership of residents of the Borough of New Providence.

ARTICLE III

ANNUAL ASSESSMENTS

3.01     Each Member shall pay to the Corporation annual dues sufficient to pay his or her pro rata share to cover all operating and other costs, as determined by the Board of Trustees in accordance with the annual budget.

3.02     Any member not paying his or her annual assessment shall not be entitled to the issuance of a membership allowing  him or her the privilege to swim.

3.03     The following pro rata assessments will apply to new members joining the pool during the season:

a.         Prior to August 1 – Full membership assessment.

b.         August 1 to the end of the season – one half of the full membership assessment.

ARTICLE IV

OFFICERS

4.01     The Officers of this Corporation shall be a President, a Vice-President, a Secretary and a Treasurer.

4.02     Term of the Officers shall be for one year in accordance with Article VII, Section 7.03.  Officers may succeed themselves in office.

4.03     Duties of the Officers shall be as follows:

(a)        The President shall preside at all meetings of the Corporation, appoint all committees, and perform such other duties as the Corporation or the Board of Trustees shall direct.  He or she shall, with the Secretary, and in the name of the Corporation, sign all written contracts and obligations of the Corporation.  The President shall be ex-officio a member of all committees except the Nominating Committee.

(b)       The Vice President shall preside at meetings in the absence of the President and shall perform the duties of the President in his absence, and shall perform such other duties designated by the President or the Board of Trustees.

(c)       It shall be the duty of the Secretary to keep accurate minutes of the meetings of the Corporation and of the Board of Trustees and perform all such duties as the By-Laws provide.

(d)       It shall be the duty of the Treasurer to keep an account of all monies received by him or her and shall deposit the same in the name of the Corporation in such depository or depositories as may be designated by the Board of Trustees. The Treasurer shall not pay out or disburse any of the monies in his or her hands except in such manner and for such purpose as shall be approved by the Corporation or the Board of Trustees.  All drafts covering disbursements, excepting automated payroll checks, shall be signed by the Treasurer, be countersigned by the President, the Vice-President, or the Secretary. At each meeting of the Corporation or the Board of Trustees, or upon the request of the President or the Board of Trustees, The Treasurer shall render a statement of the financial condition of the Corporation and at the annual meeting of the Corporation shall submit a detailed report of income and disbursements during the preceding fiscal year.  The Board of Trustees, in its discretion, may require the Treasurer to give bond for the faithful performance of his duties in such amount, any with such security, as may be approved by it, at the cost of the Corporation. The Treasurer’s records and accounts shall be audited each year by a Certified Public Accountant. This financial statement shall be issued to the membership at the annual meeting, as will a copy of the proposed budget for the following year.

4.05     Removal – If, in the opinion of two thirds (2/3) of the seated Trustees, an officer is determined not to be reasonably fulfilling his or her obligations, he or she may be removed by vote of two thirds (2/3) of the full membership of the Board of Trustees. In the event of such removal, vacancies in any office shall be filled by action of the Board of Trustees from a recommendation submitted by the Nominating Committee until the next annual meeting of the Corporation, at which time such vacancies shall be filled.

 4.06     Resignation. In the event an officer resigns prior to the expiration of such officer’s term, the vacancy shall be filled by action of the Board of Trustees, from the recommendations submitted by the Nominating Committee until the next annual meeting of the Corporation, at which time, such vacancy shall be filled.

ARTICLE V

BOARD OF TRUSTEES

5.01     The President, Vice-President, Secretary, Treasurer and eleven other members, all serving without compensation, shall constitute the Board of Trustees, who shall manage the affairs of the Corporation subject to the By-Laws other than as provided in Article 5.08 below.

5.02     The Trustees shall have charge of the property of the Corporation. They shall do and perform all acts imposed by the By-Laws and incident to their duties as Trustees of the Corporation.

5.03     They shall have full power and authority, in the interval between meetings of the Corporation, to do all acts and perform all functions which the Corporation itself do or perform except that they shall have no power to amend the By-Laws.

5.04     They shall prepare and submit annually the proposed budget of the Corporation for adoption by a 2/3 of the Trustees present at the annual meeting.  This proposed budget shall be filed with the Secretary at least 15 days in advance of the annual meeting.

5.05     No debts shall be incurred and no continuing obligations entered into without the consent of the seated Trustees. No funds of the Corporation shall be appropriated to any use or paid out without the consent of the Board of Trustees.

5.06     The Board of Trustees may adopt such rules and regulations to govern its affairs as it shall consider necessary or expedient, provided the same are not inconsistent herewith; and at each annual meeting of the Corporation shall render a full report of its proceedings during the preceding fiscal year.

5.07     Vacancies in any office among the members of the Board of Trustees and Officers, shall be filled by action of the Board of Trustees, from recommendations submitted by the Nominating Committee, until the next annual meeting of the Corporation, at which time such vacancies, where applicable shall be filled for the unexpired portion of the term. Three consecutive absences from a Board Meeting without a valid reason shall be deemed a resignation. In addition, if any existing Board Member is, in the opinion of 2/3 of the seated Trustees, determined not to be reasonably fulfilling his or her obligations as a trustee, he or she may be removed from the Board. Trustees who will be completing their first or second terms may submit their names to the nominating committee to be evaluated and considered for nomination for another term.

5.08     A Trustee serving for a period of one year in good standing, who attends all but three regularly scheduled meetings for that year shall not be charged a pool membership for the year following, in consideration of the time commitment involved in serving as a Trustee.

ARTICLE VI

FISCAL YEAR

6.01     The fiscal year of the Corporation shall be from October 1st of a given year to September 30th of the year following, inclusive.

ARTICLE VII

ELECTION

7.01     A Nominating Committee, consisting of five members of the Board of Trustees, shall be appointed by the President within two months after his/her election. This Committee shall nominate officers and trustees who shall be voted on at the next annual meeting. Officers shall be elected from among the Board of Trustees as constituted at the time the Nominating Committee makes its recommendations or from former members of the Board of Trustees. This Committee shall also nominate candidates to fill interim vacancies of the Board of Trustees.  Members of the Nominating Committee are not barred from becoming nominees for office.

7.02     The report of the Nominating Committee shall be filed with the Secretary at least forty-five days in advance of the Annual Meeting and shall be published immediately thereafter and circulated to the members of the corporation. Any fifteen members of the Corporation may make nominations for any or all of the positions to be filled by a written petition delivered to the Secretary at least thirty days in advance of the annual meeting. The report of the Committee and the list of other nominations, with a brief designation as to the source thereof, shall be distributed to the members of the Corporation with the notice of the annual meeting.

7.03     The President, Vice President, Secretary and Treasurer shall be elected by the members of the Corporation present at the annual meeting for a term of one year to begin at the close of the annual meeting and until their successors shall be elected.

7.04     Trustees shall be elected by the members of the Corporation present at the annual meeting and shall hold office for three years, not to exceed three consecutive terms.  Thereafter, any seated member seeking to serve an additional three-year term, must receive the approval to do so by the affirmative vote of 2/3 of the remaining trustees. If this vote is achieved in advance of the election, the seated member may serve an additional three years. This vote must be secured by any seated member in advance of each subsequent three-year term that exceeds the three year term limit set forth herein.  If this vote is not secured, the seated number must step down from the Board.

7.05     A majority of the votes cast for any office shall be necessary to an election.

7.06     Election of Officers and of the Trustees to be elected shall be by ballot unless there is no contest.

7.07     Family or household Memberships, as defined in Article II, shall be entitled to one vote at any meeting of the Corporation.

ARTICLE VIII

MEETINGS

8.01     The Corporation shall hold its annual meeting within 75 day after the close of the fiscal year, at such time and place as shall be fixed by the Board of Trustees.

8.02     Special meetings of the Corporation may be called at any time to be held at such time and place as may be designated in the call. The President shall call special meetings when directed by the trustees, or when requested in writing by thirty-one members of the Corporation.

8.03     The Secretary shall notify members of every meeting at least ten days before such meeting. In addition, notice of every meeting shall be published and distributed to the membership at least five days in advance of each meeting.

8.04     The purpose of all special meetings shall be stated in the notice of meeting and no other business shall be transacted.

8.05     Thirty-one members shall constitute a quorum at any annual or special meeting, and a majority vote of the members present at any meeting shall govern.  [Note: the quorum consists of twice the number of trustees (30) plus one.] However, if a quorum as defined above is not present within fifteen (15) minutes after the stated time for the commencement of the meeting, those members present shall constitute a quorum.

8.06     The Board of Trustees shall meet monthly as required. Special meetings may be held at the call of the President or upon a request made in writing to the Secretary by at least seven members of the Board. If such a request is made, the Secretary shall give at least three business days’ notice of such meeting to all members of the Board.

8.07     At least nine members of the Board of Trustees shall constitute a quorum for the transaction of business, and a majority vote of the members present at any meeting shall govern.

ARTICLE IX

COMMITTEES

9.01     The President may from time to time appoint such committees as may be deemed necessary.

ARTICLE X

PARLIAMENTARY AUTHORITY

10.01   The Rules contained in Robert’s Rules of Order shall govern the Corporation in all cases to which they are applicable, and in which they are not inconsistent with the By-Laws or the special Rules of Order of this Corporation.

ARTICLE XI

AMENDMENTS

11.01   These By-Laws may be amended by the Corporation at any annual meeting, or special meeting, called for that purpose, by a two-thirds vote of the voting members present at such meeting, provided notice of the proposed amendment shall have been published and distributed to the membership  at least ten days prior to the date of such meeting.

ARTICLE XII

CONDUCT OF MEETINGS

12.01   The Order of Business at the Meetings of the Corporation shall be as follows except when changed by the Board of Trustees:

a.         Reading of Minutes of Preceding Meeting.

b.         Report of the Treasurer.

c.         Reports of Standing Committees.

d.         Reports of Special Committees.

e.         Unfinished business.

f.          New Business.

g.         Election of Officers.