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PREAMBLE
The Rancho Santa Teresa Swim and Racquet Club shall exist for the sole purpose of providing its facilities to its members for social and recreational functions. It shall be governed by these Bylaws and by "Roberts Rules of Order" as interpreted by a duly appointed Parliamentarian.
ARTICLE I
Principal Office
The principal office of the corporation shall be located at lot 114 tract 4046 - 286 Sorrento Way, San Jose, California 95119 or at such place in the County of Santa Clara, State of California, as the Board of Directors may, from time to time, establish. All meetings of the members shall be held either at the principal office of the corporation or at such place in the County of Santa Clara as the Board of Directors, from time to time, may determine, upon, and all meetings of the Board of Directors shall be held either at the principal office of the corporation or at such other place in the County of Santa Clara, as the Board of Directors, from time to time, may determine upon.
ARTICLE II
Corporate Seal
The corporate seal shall consist of two concentric circles with the name "Rancho Santa Teresa Swim and Racquet Club", and the word "California" between them and the words and figures "incorporated October 13, 1966, California and "a nonprofit corporation" within the smaller circle.
ARTICLE III
Membership
SECTION 2. Except as herein in these Bylaws otherwise expressly provided, in all matters which shall come before the members of the corporation, and in all corporate matters, the voting powers of the memberships shall be equal, each membership having one (1) vote.
SECTION 3. No person shall hold more than one membership, except as provided in Article XIV.
SECTION 4. Members shall, in all respects, conform to and abide by the Bylaws of the corporation, and all amendments and changes thereto, and any and all rules and regulations now or hereafter adopted by the Board of Directors.
SECTION 5. The Board of Directors shall have the right to discipline any member for any violation of these Bylaws or of any rules or regulation of the corporation, or for conduct contrary to the best interests of the corporation. Any member guilty of such violation shall be notified thereof by the Secretary at least five (5) days prior to the meeting of the Board of Directors at which such violation is to be considered. Such member shall have the right to appear before the Board at such meeting and be heard.
Suspension of a member shall require the affirmative vote of at least a majority of the members of the Board of Directors. No member shall be suspended for more than 90 days for any one violation, except in the case of failure to pay sums of money due the corporation.
SECTION 6. Any member who has been suspended shall be denied the privileges of the club during the term of such suspension. Such member shall be liable for all dues and assessments accruing during such suspension.
SECTION 7. The Board of Directors, in its discretion, may extend the privileges of the corporation to any person or persons for reasonable periods of time. The Board of Directors shall make such rules and regulations as it may deem proper respecting the use of the facilities of the corporation by guests of members, and the fees to be charged therefor.
SECTION 8. The corporation, its directors, officers, agents and employees shall have no liability or responsibility, and no member or guest of a member, or any other person, shall have any claim against the corporation, its directors, officers, agents and employees, for any personal injury to, or death of any member or guest, or for loss or damage to the property of any member or guest.
SECTION 9. Any loss or damage resulting to any of the properties of the corporation from the acts or conduct of any member, or the guest of a member, and any indebtedness to the corporation incurred by the guest of a member, shall be assessed to such member and shall be paid as in the case of other assessments.
SECTION 10. Notice of the Annual Meetings, Special meetings, Suspension or Delinquent Dues to any member shall be conclusively deemed to have been given when the same has been deposited in the United States mail, in a sealed envelope, postage prepaid, addressed to the member at the address shown on the books of the corporation, any notice so mailed to his last address known to the Secretary, shall be deemed properly given and made.
ARTICLE IV
Members
SECTION 1. The number of memberships shall not at any time exceed 761.
SECTION 2. Within the limits and provisions of Sections 1 and 3 of this Article, memberships shall be limited and restricted to persons owning or residing in single family residential units in the subdivision commonly known as Rancho Santa Teresa, Santa Clara County, California, Lot numbers as follows: Lots 2 through 113, inclusive; and 115 through 202, inclusive in Tract 4046, Lots 205 through 410, inclusive in Tract 4047; Lots 1 through 27, inclusive in Tract 4354; Lots 28 through 62, inclusive in Tract 4428; Lots 63 through 89, inclusive in Tract 4429; Lots 1 through 77, inclusive in Tract 4656; Lots 78 through 100, inclusive in Tract 5026; Lots 101 through 270, inclusive in Tract 5084.
SECTION 3. Each owner of a single family residential unit in said subdivision commonly known as Rancho Santa Teresa, shall be a member and there shall be no other qualification for such membership, provided that if any such single family residential unit shall be owned by two or more persons, only one of such persons, as they may elect, shall be a voting member, and only one of such persons, as they may elect, shall be eligible for elective office.
SECTION 4. Each such person shall have all of the rights and privileges of a member on filing with the Secretary proof of his qualification therefor, in such form as the Board of Directors may, from time to time, specify, and on payment of any dues or assessments then payable. All such dues and assessments, in the amount fixed as herein provided, shall accrue and be payable by such member from the date title to such residential unit is conveyed to him or the date on which he first occupied such unit, whichever is the earlier.
SECTION 5. The members in good standing shall be entitled to use all of the facilities and properties of the corporation, subject to such rules and regulations as the Board of Directors may, from time to time, prescribe.
SECTION 6. Persons residing with a member as a member of his household, shall have and enjoy the full privileges of the corporation to the same extent as such member, subject to such rules, regulations, restrictions and limitations as the Board of Directors may, from time to time prescribe.
ARTICLE V
Certificate of Membership
SECTION l. Each membership shall be the owner and holder of a certificate of membership, duly registered in his or her name upon the books of the corporation.
SECTION 2. The certificate of membership herein referred to shall be issued over the signature of the President and Secretary or other officers or directors of the corporation as the Board of Directors shall, from time to time, specify, with the official seal of the corporation affixed, and shall be in substantially the following form:
Certificate of Membership
Rancho Santa Teresa Swim and Racquet Club
(A Nonprofit Corporation of the State of California)
This certifies that ____________________________________
is a member of Rancho Santa Teresa Swim and Racquet Club, a corporation organized pursuant to the General Nonprofit Corporation Law of the State of California, and is entitled to all of the rights and privileges as conferred by, and subject to the Bylaws of said corporation. By acceptance of this certificate, the holder hereof irrevocably assents to, and agrees to be bound by said Bylaws, as the same may be modified or amended from time to time. Said Bylaws shall be made part of this certificate. This certificate confers no right, title or interest in or to any of the property or assets of said corporation, except as expressly set forth in Article XIII, Section 1 of these Bylaws.
SECTION 3. This certificate cannot be transferred, except as provided in Section 4 of this article. This certificate shall be invalidated by the sale of a home as defined in Article IV, Section 2 by the person owning said home. The new owner shall be issued a new certificate and such certificates shall be deemed valid upon:
SECTION 4. A member may assign his membership rights to a tenant residing in said member's residential unit, such assignment to be effective upon filing with the secretary of the corporation a written notice and an Assumption agreement signed by the member and the tenant in such form as the Board of Directors shall from time to time prescribe, provided that all such assigned rights shall revert to said member when said tenant shall cease to reside in said residential unit.
SECTION 5. If a certificate of membership has been lost, or destroyed, the Board of Directors, by resolution may cancel such certificate, and a new or duplicate certificate may be issued in the same manner as new or duplicate certificate of shares of capital stock or corporations may be issued, to replace certificates of stock lost, or destroyed, pursuant to The laws of the State of California.
SECTION 6. All memberships in the corporation are liable for all indebtedness, dues, assessments, charges, fines and impositions accruing thereupon, against the member owning the same, until transferred upon the books of the corporation, as herein provided, and after such transfer a membership shall be liable in like manner, in the name of every subsequent transferee.
ARTICLE VI
Dues and Assessments
SECTION 1. The collection of any indebtedness of any member to the corporation for dues, assessments or other charges, shall be enforceable by the corporation at law.
SECTION 2. The dues payable by each member shall be no more than three hundred twenty four dollars ($324.00) per year and shall be payable in advance at such time as the Board of Directors shall determine. The amount of dues shall be determined by the members at an Annual or Special Meeting duly called for such purpose. Such dues determination shall be made by two-thirds of the quorum represented.
SECTION 3. No expenditure shall be made for the purpose of making any capital improvements over three thousand dollars ($3,000.00) to the property or facilities of the corporation without the approval of two-thirds (2/3) vote of the members at any Annual or Special meeting duly called for such purpose, at which a quorum is represented. Ref. Art. VIII, Sec. 8(e)
SECTION 4. All dues, assessments and other charges referred to herein are exclusive of governmental taxes.
SECTION 5. The Board of Directors at any meeting after notice and hearing as provided in Article III, Section 5, may impose a fine, not to exceed one hundred dollars ($100.00) against any member or any person enjoying the privileges of the corporation for any single infraction or violation for any damages as provided in Article III, Section 9, or for any infraction or violation of these Bylaws or of the rules and regulations of the corporation, and the amount of such fine shall be payable in the same manner and at the same time as dues, assessments, and other charges are payable.
SECTION 6. If a member fails to pay any dues, fines, assessments, or other indebtedness within fifteen (15) days after the same become due, the Secretary shall notify such member of his delinquency. If such indebtedness shall not be paid within (15) days after becoming delinquent such delinquent member may be suspended by the Board of Directors. The Secretary shall thereupon notify such member of this suspension. Failure to pay shall become a lien against the member's single family unit.
SECTION 7. The name of any delinquent member, and the amount owing by him, shall be posted in a conspicuous place on the property of the corporation by the Secretary.
SECTION 8. The transfer fee payable to the corporation on the issuance of a certificate of membership shall be in such amount as the Board of Directors may, from time to time determine, but shall not exceed, Two Hundred Dollars ($200.00).
SECTION 9. No assessments may be imposed on the membership in excess of Twenty percent (20%) of the annual dues during any calendar year without the approval of a two-thirds (2/3) vote of the members at any Annual or Special Meeting duly called for such purpose, at which a quorum is represented. Assessments shall be used only for catastrophic maintenance items necessary to maintain club property or facilities.
ARTICLE VII
Membership Meetings
SECTION 1. The regular annual meeting of the members shall be held during the month of March each year, on a day to be fixed by the Board of Directors at least (15) days prior to such meeting.
SECTION 2. The regular annual election meeting shall be held during the month of September of each year, on a day to be fixed by the Board of Directors at least fifteen (15) days prior to such meeting.
SECTION 3. Special meetings of the members for any purpose may be called at any time by the Board of Directors, or upon the written request of twenty (20) members. Such meetings requested by members shall take place not less than 15 nor more than 30 days from the date the written request is received.
SECTION 4. Notice of the regular annual meetings and of each special meeting of the members shall be given by the Secretary to each member of the corporation at least ten (10) and not more than thirty (30) days prior to such meeting, and such notice shall specify the date, time and place of such meeting. The nature of the business to be conducted at these special meetings shall be made a part of the notice.
SECTION 5. Members may vote at any meeting either in person, or by absentee ballot cast not more than thirty (30) nor less than three (3) days prior to the meeting. Such absentee ballots shall count towards a quorum only for such issues as are on the ballot. The candidates for directors receiving the highest number of votes, up to the number of the directors to be elected, shall be elected. There shall be only one vote cast per candidate. Cumulative voting shall not be permitted. A quorum for the transaction of business shall consist of at least twenty percent (20%) of the memberships in Good Standing, present, either in person or by absentee ballot. The members present at a duly called meeting at which there is a quorum may continue to do business until adjournment. When a quorum ceases to be present, no more official business may be conducted.
SECTION 6. Except as otherwise expressly provided in these Bylaws, or by law, the vote of a majority of the members present at any duly and regularly called meeting at which a quorum is present, shall be and constitute the act of the members.
ARTICLE VIII
Directors
SECTION 1. All of the powers of the corporation shall be vested in and shall be exercised by, and the properties of the corporation controlled by, and the affairs of the corporation conducted by a board to be known as the Board of Directors. The Board of Directors shall constitute the governing body of the corporation and shall be empowered to do any and all things necessary or proper to carry out the objects and purposes of the corporation consistent with law, the Articles of Incorporation and these Bylaws. The Board of Directors shall consist of the President and six (6) members, elected as hereinafter provided.
SECTION 2-1. The President shall be elected from and by the members of the Board of Directors. The term of office of the president shall be one year.
SECTION 2-2. The Directors shall be elected at the annual election meeting of members and shall hold office for a period as hereinafter prescribed or until their successors have been elected and are ready to enter upon the duties of the office. The Directors shall be elected to either a two-year or one-year term, according to each candidates plurality as follows:
SECTION 3. Any vacancy occurring in the office of Director shall be filled by the remaining Directors, and the person named to fill such office shall hold office until his successor has been elected and is ready to enter upon the duties of the office. The member appointed to fill such a vacancy shall serve only to the next scheduled election.
SECTION 4. A quorum of the Board of Directors shall be at least four (4) members thereof. Any action of the Board of Directors shall require a majority vote of the members present, at a duly called meeting at which there is a quorum.
SECTION 5. Any member of the Board of Directors who shall be absent from three (3) of its meetings without leave voted by the Board, shall be considered as having resigned, and shall be so advised by the Secretary, and the vacancy thus created shall be filled as hereinabove provided in Section 3 of this article.
SECTION 6. The members of the Board of Directors shall receive no formal compensation for acting as directors, or for any other services provided to the corporation, in that or any other capacity except that a member of the Board shall receive a fifty percent (50%) reduction in dues for one (1) residential unit for each completed year of service. Such reduction to be the year following the first year of the term of office. Any term of less than twelve (12) months will not be eligible.
SECTION 7. The regular annual meeting of the Board of Directors shall be held within the calendar month following the regular annual election meeting of the members. Regular meetings of the Board of Directors shall be held at such time and on-such day at the principal office of the corporation as the Board, by resolution, may, from time to time, determine. Special meetings of the Board of Directors may be called by the President or by any two (2) members of the Board of Directors and shall be held at the principal office of the corporation. Notice of all meetings of the Board of Directors shall be given by the Secretary of the corporation to each member of the Board at least forty eight (48) hours prior to the time of such meeting. Such notice shall be either verbal, by telephone or in writing. Any member may place an item on the agenda by notifying a Board member at least three (3) days prior to any regular or Special Board of Directors meeting.
SECTION 8. The Board of Directors shall have the power and shall:
SECTION 9. The Board of Directors shall appoint standing committees and chairpersons as hereinafter provided for in Article XI and may create such special committees as in its judgment may be necessary for properly conducting the affairs of the corporation. The members of such committees shall be members.
SECTION 10. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors.
ARTICLE IX
Officers
SECTION l. The officers of the corporation shall be a President, a Secretary, a Treasurer, and such other officers as the Board of Directors may, from time to time, determine upon. The President shall be elected as prescribed in Article VIII, Section 2-1. The Secretary and Treasurer shall be appointed by the Board of Directors. The President shall nominate and the Board confirm by majority vote.
SECTION 2. The appointive officers of the corporation shall be appointed annually at the first regular meeting of the Board of Directors after the annual election. Unless they shall sooner resign or shall be removed, or otherwise disqualified to serve, each officer shall hold office for a period of one (1) year, or until a successor has been appointed and is ready to enter upon the duties of the office. A vacancy in the office of President shall be filled by the Board of Directors from its members. A vacancy in the office of Secretary or Treasurer shall be filled as prescribed herein.
SECTION 3. Any appointive officer may be removed from an appointive office, either with or without cause, by the majority vote of the Board of Directors, at any regular or special meeting, provided that each of the following has transpired:
Any board member failing to do (b) above automatically casts his vote in favor of retaining the challenged officer. Any officer may resign at any time by giving written notice to the Secretary, and any such resignation shall take effect on the date of receipt of such notice, or at any later time specified therein, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
SECTION 4. The President, subject to the direction and control of the Board of Directors, shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and all meetings of the Board of Directors. He shall be an ex-officio member of all committees. He shall execute as President all deeds, contracts and other instruments in writing which have been first approved by the Board of Directors, provided that the Board of Directors may delegate authority to execute any such document or instrument in writing to any other elected official or to the manager as it may deem appropriate. He shall render a report annually to the members, and shall perform such other duties and have such other powers as shall be, from time to time, assigned to him by the Board of Directors.
SECTION 5. In the absence of the President, or in the event of his inability or refusal to perform his duties of office, the Board of Directors shall appoint one of its members as acting President in whom shall be vested in the interim all of the duties, functions and powers of the President.
SECTION 6. The Secretary shall keep a record of the proceedings of all meetings of the members and of the Board of Directors, give all notices required by law or by these Bylaws, have custody of the corporate books, records and documents, and the corporate seal, keep and maintain a register of the members and in general perform all duties incident to the office of Secretary, and such other duties as, from time to time, may be assigned by the Board of Directors.
SECTION 7. The Treasurer shall supervise the accounting records of the corporation and shall have charge and custody of, and be responsible for all funds and securities of the corporation, receive and give receipts for all monies paid to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks or other depositories as shall be designated by the Board of Directors, which such funds shall be withdrawn by such person or persons as the Board of Directors shall, from time to time, designate, and in general perform all of the duties incident to the office of Treasurer, and such other duties as, from time to time, may be assigned by the Board of Directors. The Treasurer shall be bonded to such extent as the Board of Directors may from time to time determine. The Treasurer shall submit a Quarterly Financial Statement to the Board of Directors.
ARTICLE X
Recall Procedure
SECTION 1. The removal of an elected or appointed official of the corporation may take place as prescribed in Article VIII, Section 5 or at a special membership meeting duly called for that purpose as provided in Article VII, Section 3 and 4, herein.
SECTION 2. Any elected or appointed official may be removed from office, either with or without cause, by a two-thirds (2/3) vote of the members present at any special meeting duly called for such purpose, at which a quorum is represented. Ref, Art.VII, Sec.5
ARTICLE XI
Standing Committees
SECTION 1. Standing Committee Chairpersons shall be appointed by the Board of Directors, and shall be known as the Executive Board. The President of the corporation shall preside over it and shall also be an ex-officio member of all committees. Committee Chairpersons shall be responsible to report to the Board of Directors all committee actions.
SECTION 2. The following Standing committees shall be established:
ARTICLE XII
Amendments
SECTION 1. The Articles of Incorporation or Bylaws may be altered by:
(a) The vote or written assent of a majority of the members; or
(b) The vote of two-thirds (2/3) of the members at any Annual Meeting or at a Special Meeting duly called for such purpose, at which a quorum is represented. Ref.Art.VII.Sec.5
SECTION 2. Except as otherwise provided in these Bylaws, Bylaws other than a Bylaw or amendment thereof changing the authorized number of directors, may be adopted, amended, or repealed by the Board of Directors, provided that the authority of the Board of Directors to adopt, amend, or repeal Bylaws shall be exercised only in the event that such adoption, amendment, or repeal is required or is necessary to conform with the requirements of a governmental body or governmental agency.
SECTION 3. Notice of Bylaw amendments must be presented to the membership not less than ten (10) nor more than thirty (30) days in advance of a meeting at which they shall be considered. Notice must be provided as outlined in Article III, Section 10.
ARTICLE XIII
Property Rights of Members
SECTION 1. The members shall, during the existence in good standing of their membership, be the owners of all of the properties and assets of the corporation, each in an undivided share. Such interests of the members cannot be alienated, transferred, assigned, bequeathed, devised or passed by the laws of inheritance or intestate succession or any judicial proceedings or by the operation of any law or in any other manner. In the event of the dissolution of this corporation, in accordance with applicable proceedings as provided by law, all property, cash and assets of this corporation shall be distributed and paid over to the memberships then in good standing, share and share alike, after all taxes and other indebtedness have been satisfied.
ARTICLE XIV
Ownership of More Than One Residential Unit
SECTION 1. If and in the event that any member shall be the owner of more than one single family residential unit in said subdivision, such member (any other provision of those Bylaws to the contrary or apparently to the contrary notwithstanding) shall be entitled to as many votes as the number of such units so owned, and shall be obligated to pay dues and assessments with respect to each unit so owned, to the end that the rights and obligations of such member shall be the same as though such member holds a separate membership for each unit so owned.
ARTICLE XV
Severability Clause
SECTION 1. The provisions hereof shall be deemed independent and severable, and the invalidity or nonenforceability of any one of said provisions or portion thereof shall not affect the validity or enforceability of any other provisions thereof.
CERTIFICATE
We, the undersigned, do hereby certify:
1. That we are the directors of the Rancho Santa Teresa Swim and Racquet Club, a California non-profit corporation.
2. That the foregoing bylaws, comprising of 14 pages, constitute the Bylaws of said corporation as amended and duly adopted at a meeting of the Board of Directors and the membership of the corporation duly held on September 25, 1983.
WITNESS, our signatures this year of 1993.
/S/ Don King
Don King, President
/S/ Isao Kobashi
Isao Kobashi, Director
/S/ Tyrone Chew
Tyrone Chew, Director
/S/ Sheri Fisher
Sheri Fisher, Director
/S/ Gail Kraus
Gail Kraus, Director
/S/ George Warren
George Warren, Director
/S/ Rich Hatch
Rich Hatch, Director
As amended September 25, 1994, Article VI. Sec. 2. Dues.
End
of Rancho Santa Teresa Swim and Racquet Club Bylaws Document
HTML Document Revised: June 8, 2003 by Martin
Thurmann