Corporate By Laws

Bradford Swim And Recreation Center, Inc.

Founded in 1966 

     ARTICLE I - Name

The name of the organization shall be "The Bradford Swim and Recreation Center, Inc", as provided in the Articles of Incorporation.

     ARTICLE II – Types of Members

§     Seasonal Member:  Person or persons that have not purchased a bond but have paid their dues in full for the current year. 

§     Active Bondholder:  Person or persons who have purchased a bond and have paid their dues in full for the current year. 

§     Non-Active Bondholder:  Person or persons who have purchased a bond but have not paid their dues in full for the current year.

     ARTICLE III – Goal of the Bradford Swim and Recreation Center

The Bradford Swim and Recreation Center was formed to promote the health and general welfare of its members and in pursuance thereof to construct, own and operate a swimming pool, basketball courts and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, for the exclusive use of its members.

     ARTICLE IV - Government

SECTION 1. The operation and management of this Corporation shall be in accordance with the most recently amended By-laws.

SECTION 2. There shall be a Board of Directors consisting of at least eleven (11), but no more than nineteen (19) members that shall manage the Corporation.  The Board of Directors shall be comprised of Active Bondholders that shall be elected at the Annual Bondholder’s Meeting for a term of one (1) year.  Incumbents may stand for reelection.  

SECTION 3. Any current member of the Board of Directors, who, for whatever reason, ceases to hold a bond, or active membership, shall be terminated as a Board member.

     ARTICLE V – Board of Directors

SECTION 1. Consistent with these By-laws, the Board of Directors shall:

a)     Transact any and all corporate business and make and amend the Rules and Regulations for the use of corporate property.  The Directors shall appoint and remove officers, agents, servants or employees as it may deem necessary and shall fix their duties and compensations.

b)     Elect from the Board of Directors a President, a Vice President-Administrative, a Vice-President-Operations, a Secretary and a Treasurer, all of whom shall serve without compensation. 

c)     Constitute and appoint committees and define the powers and duties of the same.

d)     Fill any existing vacancies in the Board of Directors to serve until the next Annual Bondholder’s Meeting.  This shall be done at the Directors sole discretion and may include the use of a Nominating Committee to fill said vacancies.

e)     In the event that any elected officer shall fall or cease to serve prior to the expiration of his/her term, the Board of Directors shall elect a replacement from among its Active Bondholders to complete the unexpired term.

SECTION 2. The Board of Directors shall designate the bank or banks in which the funds of the Corporation shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of funds of the Corporation shall be executed. However, the Board of Directors shall always require that the Treasurer, or President, plus one other officer shall sign any instruments for the payment of money drawn in the name of the Corporation and that the Treasurer be bonded.

SECTION 3. The Board of Directors shall cause the books of the Corporation to be audited annually at the conclusion of the fiscal year by auditors selected by the Directors, who shall not be a Director, Officer of the Corporation, Treasurer, or Assistant Treasurer, and the report of the auditors shall be available to the members prior to the Annual Bondholder’s Meeting.

SECTION 4. The Board of Directors may meet monthly and at such other times as they deem necessary.  A majority of the members shall constitute a quorum.  Any Director that fails to attend three scheduled meetings during his/her current term of service, without sufficient reason therefore, shall be removed as a Director and have his/her position filled pursuant to these By-Laws. 

SECTION 5. The Board of Directors shall have the option to submit to the Active Bondholders any issue for vote.

SECTION 6.  Any member of the Board of Directors may be removed from office by a two-thirds vote of the Board of Directors.

     ARTICLE VI - Officers

SECTION 1. The Board of Directors shall organize promptly after the Annual Bondholder’s Meeting and shall elect a President, Vice President-Administration, Vice President-Operations, Secretary and Treasurer.  Said officers shall hold office through the next Annual Bondholder’s Meeting when new Directors are elected.  Incumbents may stand for re-election.

SECTION 2. The President shall preside at any and all meetings of the Corporation and of the Board of Directors.

a)     He/she shall be the administrative officer of the Corporation.

b)     He/she shall appoint, subject to confirmation by a majority vote of the Board of Directors, all standing committees and designate the Chairperson thereof. 

c)     The President shall preside at the Annual Bondholder’s Meeting and all Board of Director Meetings and shall base all questions of parliamentary procedure upon “Roberts Rules of Order”. 

d)     These By-Laws shall always take precedent over “Roberts Rules of Order”. 

e)     The President shall have the responsibility to ensure that any and all meetings are run in an orderly manner and to take any and all measures to ensure the same. 

f)     This shall include the ability to revoke any member’s right to vote at any meeting after the member has first been called to order and has refused to comply.

g)     The President shall be an ex-officio member of all committees. 

SECTION 3. The Vice President-Administrative, in the absence or disability of President shall act for the President.

a)     He/she shall, under the direction of the President, attend to the business and financial operations of the Corporation and shall be the Chairperson of the Finance Committee.

b)     He/she shall be, ex-officio, a member of all committees.

SECTION 4. The Vice President-Operations, in the absence or disability of the President and Vice President-Administrative, shall act for the President. He/she shall, under the direction of the President, attend to the operation and maintenance of the physical plant and properties of the Corporation and shall be Chairperson of the Operations Committee.

SECTION 5. The Secretary shall send out notices of the meetings of the Corporation and of the Board of Directors, keep the minutes and attend to the correspondence pertaining to his/her office as may be designated by the Board of Directors.

SECTION 6. The Treasurer shall attend to keeping the accounts of the Corporation collecting its revenues and paying its bills as approved by the Board of Directors or other agency authorized by the Board.

a)     He/she shall deposit funds of the Corporation received by him/her, in the name of the Corporation in such depository as may be authorized by the Board.

b)     He/she shall perform such other duties pertaining to his/her office as may be designated by the Board.

c)     He/she shall be properly bonded as designated by the Board of Directors.

d)     He/she shall be, ex-officio, a member of the Finance Committee.

     ARTICLE VII – Members

SECTION 1.  The number of memberships, which includes both Active Bondholder and Seasonal Memberships, shall be established solely at the discretion of the Board of Directors.

SECTION 2. Membership, both Active Bondholder and Seasonal, shall entitle each individual, his/her spouse and each other person in the immediate family the full privilege of using the corporate facilities. As used herein, the phrase immediate family shall include all persons permanently residing in the household of the subscribing individual. 

SECTION 3 No member may use the Corporation facilities until payment is made in accordance with the installment plan established by the Board of Directors.

a)     All returning Seasonal Members must make at least one half (1/2) payment of dues by the deadline set forth in the registration letter for the current season to secure their membership for that season.  If the deadline is not met, they risk losing their membership and having their names placed on the current waiting list.

b)     All Active Bondholders must make at least one half (1/2) payment of dues by the deadline set forth in the registration letter for the current season to secure their membership for that season.  If the deadline is not met, they risk losing their membership and having their names placed on the current waiting list.

     ARTICLE VII – Members, Continued

SECTION 4. Termination of Membership (Active Bondholder or Seasonal) Arrears and Suspension; Membership shall be terminated as follows:

a)     By Voluntary Resignation. Such resignation must be tendered in writing to the Board of Directors.

b)     By Expulsion of a Member, Active Bondholder and Seasonal, for Non-Payment of Dues. Any member who shall be in arrears of dues and/ or any assessments for three (3) months following notification of such indebtedness may be expelled from the Corporation by the Board of Directors. After previous payment in full of all of his/ her indebtedness to the Corporation of whatever nature, such expelled member may be reinstated only upon the affirmative vote of the Board of Directors.

c)     By Expulsion of a Member upon Charges. If any member shall be charged by any other member or staff in writing addressed to the Board of Directors, with conduct injurious to the good order, peace or interest of the Corporation or at variance with its By-laws or rules, the Board of Directors shall thereupon inform such member in writing of such charge or charges, and if, upon inquiry and after giving him/her an opportunity to be heard, the Board of Directors shall be satisfied of the truth of the charge or charges and that the same demands such action, they shall request such member to resign and, if he/she declines to do so, they may suspend or expel such member.

SECTION 5.  At the end of a season, all memberships, both Active Bondholder and Seasonal, who are in good standing, shall automatically be extended to the next season.

     ARTICLE VIII – Dues and Fees

SECTION 1.   The Board of Directors, at its January meeting shall establish dues for family memberships for the ensuing year.

a)     Dues shall be at least sufficient to provide for the necessary operating expenses of the Corporation and the proper maintenance and improvement of its property, in accordance with the budget approved by the Board of Directors.

b)     No dues or part thereof shall be refunded in the event that pool operations are required to be suspended for any period.

c)     The Board of Directors shall have authority to levy such general or special assessments from time to time as shall be required for club purposes.

d)     Dues for a season for Active Bondholders may be at a reduced rate, at the discretion of the Board of Directors,

SECTION 2. In the event of the dissolution of the Corporation according to the Articles of Incorporation in any manner or for any cause, and in no other event, upon the effective date of the Corporation, bonds shall be a lien upon the proceeds of the sale of the property of the Corporation after the payment of all its just debts and obligations to the extent of then value of bonds as fixed by the By- laws, subject to set-off all debts, dues and obligations owed by the holder of the Corporation.

a)     After payment of all bonds outstanding upon the effective date of dissolution of the Corporation, the surplus remaining shall be distributed to a charitable organization originated under Chapter 180 of the Commonwealth of Massachusetts’ General Laws.

b)     Said distribution shall at all times be approved by the office of the Attorney General of the Commonwealth of Massachusetts.

c)     Furthermore, at no time shall there ever be a payment of distribution of the Corporation’s profits, income or assets to any Bondholder or member.

d)     Any profits, income, or assets, after payment of all legal obligations, will be divided solely for said Chapter 180 organization approved by the Attorney General of the Commonwealth of Massachusetts.

SECTION 3.  Upon cessation of membership for any cause, all indebtedness to the Corporation by a member shall be a lien upon and charged against his/ her bond, and the bond may be taken over by the Corporation to satisfy such indebtedness.

a)     In the event of the Corporation being unable to obtain possession of the bond, it may be canceled on the books of the Corporation after ten (10) days notice by registered mail and a new bond issued in place thereof to a newly elected member on payment by him/her to the Corporation of the then value of a bond as fixed by these By-laws.

b)     In case of the enforcement of a lien, as above herein provided, neither the signature of the holder of such bond nor the delivery of the bond shall be requisite to perfect the transfer to the Corporation, or to a new possessor, and the Treasurer of the Corporation for such purposes is hereby authorized, as the attorney of the holder of such bond, to make such transfer.

c)     Every bond issued is expressly subject to the provisions of this section.

SECTION 4.  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 Corporation shall have been extended, and for all charges and liabilities imposed upon or incurred by guests introduced by them.

     ARTICLE IX – Meetings

SECTION 1. The Annual Bondholder’s Meeting shall be held in August at such place and time the Board of Directors may determine.  

a)     The Annual Bondholder’s Meeting shall be held for the purpose of electing Directors, presenting committee reports and for the transaction of such other business as may be indicated in the notice or may be brought before it.

b)     Any Bondholder wishing to address new business at the Annual Bondholder’s Meeting shall notify the President no less than two weeks before said meeting. 

c)     Failure of any Bondholder to due so shall constitute a waiver to bring new business before said meeting.

d)     Any other new business shall be discussed at the discretion of the President.

SECTION 2. The Board of Directors may call special Meetings of the Corporation. Also, upon written request of twenty-five (25) Active Bondholders to the Secretary, stating the purpose thereof, the Secretary may call a special meeting within thirty (30) days.

SECTION 3.  Notice of the Annual Bondholder’s Meeting shall be given to the Bondholders at least ten (10) days prior thereto.

a)     Posting of the date, location and time of the Annual Bondholder’s Meeting on the announcement board at the Corporation during the season and on the Corporation Website shall be considered due and sufficient notice. 

b)     Special Meetings of the Corporation may be held on ten (10) days notice by mail to all Active Bondholders.

c)     The notice shall state the purpose for which the special meeting is called, and no other business shall be transacted thereat.

SECTION 4. Only Active Bondholders shall be entitled to vote at meetings of the Corporation and only one adult vote is allowed for each Bondholder.

SECTION 5. Twenty five (25) percent of the Active Bondholders, present in person or by proxy, shall constitute a quorum at all Corporation meetings.

SECTION 6. Whenever in these By-laws notice to members is required, the mailing of such notices to the last known address of the members shall constitute notice.

SECTION 7.  The Board of Directors shall hold its first meeting following the Annual Bondholder’s Meeting each year as promptly as possible.

a)     The Board of Directors may, by resolution, establish from time to time a schedule of its meetings and rules for the conduct thereof.

b)     Special Meetings of the Board of Directors may be called by the President or shall be called by the Secretary upon request of two (2) members of the Board.

c)     Notice of the regular monthly Board of Director’s Meetings shall be made to each member at least five (5) days prior to date of meeting.

     ARTICLE X – Board of Director’s Nominating Committee

SECTION 1. There shall be a Nominating Committee consisting of three (3) members of the members of the Corporation, appointed by the Board of Directors. 

SECTION 2. The Nominating Committee shall have the responsibility to present a slate of proposed Directors at the Annual Bondholder’s Meeting and present said slate to the Secretary at least two weeks prior to the meeting.

SECTION 3.  If a vacancy occurs within the Board of Directors during the year, the Nominating Committee shall nominate an Active Bondholder to fill the unexpired term.

SECTION 4. In addition to nominations from the Nominating Committee for the Board of Directors, nominations may also be made from the floor at the Annual Bondholder’s Meeting. 

     ARTICLE XI – Board of Director Committees

SECTION 1. The standing committees shall be: Operations, Social, Finance, Rules, By-laws, Concession, Swimteam, and Nominating. The duties and powers assigned in these Rules and By-laws to the standing committees shall be subject to the authority of the Board of Directors.

a)     The Operations Committee shall exercise supervision over the pool and grounds operation; shall attend to the maintenance of the pool, buildings, and grounds.

b)     The Social Committee shall prepare the program of instruction and entertainment and exercise supervision for the youth of the corporation and shall be responsible for all necessary publicity. 

c)     The Finance Committee shall prepare the Annual Budget for the approval by the Board of Directors and shall exercise general supervision over the financial transactions of the Corporation.

d)     The Rules Committee shall prepare rules of health and good conduct in conjunction with the operation of the entire family. The Rules Committee shall also be responsible for the presentation to the Board of Directors of proposed amendments or changes to the Rules and Regulations.

e)     The Concession committee shall consist overseeing all pertaining to the Concession stand.

f)     The Swimteam Committee shall act as a liaison between the Board and swimteam and report back on its activities when requested and be responsible for any and all requests from the same.

g)     The Nominating Committee shall act in accordance with ARTICLE X.

SECTION 2.  In the event a revision of these By-Laws is called for, a By-Laws Revision Committee of five (5) members shall be elected from the Active Bondholders at the Annual Bondholder’s Meeting. 

a)     Any vacancies that may occur on said Committee shall be filled by the Nominating Committee.

b)     The Vice President – Administrative shall be required to be a member of the By-Laws Revision Committee.

c)     The By-Laws Revision Committee shall take the necessary steps to revise the existing By-Laws and present such recommendations and revisions to the Active Bondholders for their adoption at the next A Annual Bondholder’s Meeting.

d)     This Committee, once formed, shall exist until such time as the new proposed By-Laws have been duly adopted at the Annual Bondholder’s Meeting, at which time this Committee shall dissolve as a matter of course.

     ARTICLE XII - Bonds

SECTION 1. Bonds shall have a face value of $500.00.

a)     Bonds shall be transferable but shall not bear interest and shall contain an appropriate notation to that effect on the face thereof.

b)     It is the Bondholder’s sole obligation and responsibility to ensure that the corporation has the Bondholders correct address, telephone number and general contact information and to notify the corporation of any changes to the same. 

SECTION 2.  The Board of Directors shall have, in their sole discretion, the authority to issue new bonds, at any time, as the Board deems appropriate.

a)     The Board of Directors shall also have the authority to void any bond that has been inactive for a period of twenty (20) years or more and after due diligence has been made to contact the Bondholder.

b)     Due diligence for purposes of this Article shall mean written notice to the last known address on file with the corporation. Publication by newspaper, or other means, is not required.  

SECTION 3.  When a Bondholder sells or transfers a bond, he/she must notify the Board of Directors in writing of the transfer/sale and their plans to terminate membership. 

a)     If a Bondholder wants to retain their membership as a Seasonal Member, he/she will be placed on the waiting list for the current season and treated as a new member regardless of years of membership.

b)     All bond certificates transferred by endorsement thereon shall be surrendered for cancellation to the Corporation and new bond certificates issued to the purchaser or assignee. The Corporation shall not be obligated to purchase any issued bond certificates of the Corporation under any circumstances.

c)     When a Bondholder transfers or sells a bond to a seasonal member before April 1, the bond may be used for current season.

d)     When a Bondholder transfers or sells a bond to a seasonal member after April 1, the transfer/sale will go into effect the following season.

e)     When a Bondholder transfers or sells a bond to a non-member before April 1, the bond may be used for current season. When a Bondholder transfers or sells a bond to a non-member after April 1, the transfer/sale will go into effect the following season.

     ARTICLE XII - Bonds

SECTION 4. The Board of Directors shall maintain a waiting list of Seasonal Members who are interested in purchasing bonds (hereinafter referred to as Bondholder waiting list). 

a)     Said list shall be maintained in chronological order from when a Seasonal Member expresses interest in purchasing a bond and their name subsequently added. 

b)     Any Bondholder wishing to sell their bond may sell it privately to any individual of their own choosing, or may offer it for sale back to the Bondholder waiting list. 

c)     If the Bondholder offers it for sale to the Bondholder waiting list, then in order to promote fairness, the next member appearing on said list shall have the reasonable right to purchase said bond. 

d)     When a sale occurs, any terms are to be handled directly between the parties and not Bradford Swim Club. 

e)     Upon completion of the sale, the old bond shall be returned and voided and a new bond shall issue in due course.

SECTION 5. In the event a bond is voided, the Board of Directors shall have the option to reinstate said bond in the future, if deemed appropriate in the sole discretion of the Board of Directors.

     ARTICLE XIII - Miscellaneous

SECTION 1.

a)     Each person who acts as a Director or Officer of the Corporation will be indemnified by the Corporation against expenses actually 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 Director or Officer of the Corporation, 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 Corporation 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 insure to each Director and Officer referred to in (a) whether or not he/she is such Director or Officer at the time such costs or expenses are imposed or incurred, and (b) in the event of his/her death shall extend to his/her legal representative.

SECTION 2. Any question to the meaning for proper interpretation of any of the provisions of these By-laws shall be determined by the By-laws Committee and so duly recorded.

SECTION 3. These By-laws may be amended by a majority vote of the total Active Bondholders present in person or by proxy at any meeting of the Corporation provided at least ten (10) days notice of such amendment by mail shall be given to each Bondholder.

SECTION 4. All rules and By-laws pertaining to the operation of the Corporation will conform to all safety, health and other statutory requirements of the City, State and Federal governments.