BCC Bylaws
Contact
the Web Master
Your comments are welcome!
244 Briarcliff Avenue
Oak Ridge, Tennessee
BY-LAWS
OF
BRIARCLIFF COMMUNITY CLUB
ARTICLE
I - NAME,
PRINCIPAL OFFICE AND SEAL
Section
1. Name. The name of this
corporation is BRIARCLIFF COMMUNITY CLUB,
INC.
Section
2. Principal Office.
The principal office of this Corporation shall be 244 Briarcliff
Avenue, Oak Ridge, Anderson County, Tennessee 37830, or any other place in
Tennessee as so designated by the Board of Directors.
Section 3. Seal. The Corporation shall not use a common seal.
Section
1. Purposes. The purposes for which the corporation is organized are: To
purchase, construct, own and maintain a recreational facility, primarily
for swimming purposes; to promote and encourage all kinds of athletic and
aquatic sports; to promote and encourage the sport, pleasure, exercise and
recreation of its members; to promote sociability and friendship among its
members; and to manage and conduct entertainments, social meetings,
instructional classes and other activities for the benefits of its
members; to hire and employ agents,
Section
1. Definition of Membership.
A membership shall be composed of the head of the household and
other immediate family members residing with the head of the household,
and shall be determined by Section 4 of this ARTICLE.
Each individual of the household shall be hereinafter referred to
as members.
Section
2. Qualifications for
Membership. Membership shall
be limited to property owners or lessees of property owners in the Emory
Valley Development Area South of Emory Valley Road as shown in a plat
thereof attached to these By-Laws as EXHIBIT "A", or as may be
granted within the discretion of the Board of Directors pursuant to
Section 4 of this ARTICLE. All memberships shall be subject to the approval of the Board
of Directors.
Section
3. Application for Memberships.
Persons desiring membership shall apply to the Board of Directors
for forms provided by the Corporation.
Applicants approved by the Board of Directors shall be placed on
the Membership Roll or placed on a Waiting List as set out in this ARTICLE.
a)
Social Memberships. Those
memberships secured by payment of a membership fee as determined by the
Board of Directors from a property owner owning property in the
residential area identified in EXHIBIT "A" or property owners in
other areas if recommended by a member in good standing and subject to
approval by the Board. Social
Membership is required for all other types of membership.
b)
Pool Memberships. Those
Social Memberships secured by purchase of a pool share in addition to a
membership fee, and maintained by annual operating dues and assessments,
shall be considered Pool Memberships with all privileges thereof.
c)
Pool Rental Memberships. Those
Social Memberships now owning a pool share may rent pool usage from a Pool
Membership and shall have all the rights and privileges of a pool member
for the rental period. Note:
The pool member who rents his annual pool usage relinquishes his
pool privileges for that rental period, but is still responsible to see
that the annual operating dues and assessments are met.
The pool member shall notify the Board in writing of the rental
agreement at least one week prior to the start of the rental.
Memberships may not be rented for a period of less than two months.
d)
Other Memberships. Such other
forms and types of memberships as the Board shall from time to time deem
necessary, pursuant to a unanimous vote of the Board of Directors.
Section
5. Membership Privileges.
Pool members in good standing shall be entitled to a full use of
the Corporation's facilities as set out in the RULES AND REGULATIONS
promulgated from time to time by the Board of Directors.
Social members in good standing shall be entitled to limited use of
the Corporation's facilities as set forth by the Board.
All memberships shall be entitled to one vote on issues to be
decided by the Corporation's members.
This vote shall be cast by an adult (eighteen years or older)
member of the household.
Section
6. Waiting Lists.
The Corporation shall maintain a waiting list for applicants seeking
pool memberships in the Corporation.
The pool membership availability list will be maintained for information
only. There will be no priority
of selections for pool memberships, since transfer of pool membership
is at the discretion of the pool member pursuant to Section 9 of this
ARTICLE.
Section
8. Suspension of Membership
Privileges. Membership
privileges of members who do not comply with the RULES AND REGULATIONS
governing the use of Corporation's facilities and the provisions set forth
in these BY-LAWS will be subject to having their memberships suspended or
revoked in the discretion of the Board of Directors of the Corporation.
Suspension of membership privileges for more than two weeks or a
revocation of membership shall be made upon a two-thirds vote by the Board
of Directors, or may in the alternative, be enforced by a two-thirds vote
of those voting at an annual, regular meeting of the membership of the
Corporation. Suspension of
membership privileges for less than two weeks shall be made pursuant to a
majority vote of the Board of Directors or of such Executive Committee as
may be hereinafter created by the Board.
Suspension or Revocation of membership for delinquency in financial
obligations to the Corporation will be in the discretion of the Board of
Directors. In the event of a
revocation of a membership, the Corporation shall place the membership
onto the waiting list. The
Corporation shall be entitled to recover from a subsequent purchase of the
revoked membership by a new member, the arrearage in financial obligations
of the former member.
It
is the intent of the Corporation that all pool members pay their annual
dues and assessments on a timely basis.
Failure to pay these dues within the calendar year billed will
cause the pool member's certificate to be deemed worthless and the pool
share eligible to be resold by the Corporation with all proceeds belonging
to the Corporation.
Section
9. Transfer of Membership.
The holder of a membership may transfer the membership at any time
pursuant to Section 2 of this ARTICLE.
All transfers of memberships shall be subject to a transfer fee
determined by the Board of Directors, and payable to the Corporation.
The Corporation shall have the right to offset any amount owed to
it by the outgoing member against the proceeds from the transfer of
membership.
The Corporation shall maintain a current list of memberships desiring to transfer for informational purposes only. No additional obligations or restrictions shall be placed on a membership by virtue of being on this list.
ARTICLE
IV
MEETINGS OF MEMBERS
Section
1. Annual Meeting.
The annual meeting of the members of the Corporation shall be held
in Oak Ridge, Anderson County, Tennessee in January of each and every year
or at such other time and place as may be designated by the Board of
Directors.
Section
2. Special Meetings.
A special meeting of the members of the
Corporation
may be called at any time by any two members of the Board of Directors;
the President of the Corporation or upon a call thereof by ten percent
(10%) of the current membership entitled to vote.
The time and place of said meeting shall be designated by the Board
of Directors and shall be within reasonable time after the call for a
special meeting.
Section
3. Regular Meetings.
Regular Meetings of the members shall be held at
such
time and place as may be designated from time to time by the Directors.
Unless some time is otherwise specified, the only regular meeting
of the membership of the Corporation shall be the annual meeting.
Section
4. Notice of Membership
Meeting. Written or printed
notice stating the place, day and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is
called, and the person or persons calling the meeting, shall be delivered
personally or by mail or at the direction of the President, Secretary,
officer, or member calling the meeting to each member entitled to vote at
the meeting. If mailed, such
notice shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, and shall be deemed to have been
delivered when deposited in the United States Mail addressed to the member
at the member's address as it appears on the books of the Corporation,
with postage thereon paid. If
delivered personally, such notice shall be delivered not less than five
(5) nor more than sixty (60) before the date of the meeting, and shall be
deemed delivered when actually received by the member.
The person giving such notice shall certify
Section
5. Quorum Requirement.
A minimum of twenty (20) of the memberships entitled to vote shall
constitute a quorum for the transaction of business.
A meeting may be adjourned despite the absence of a quorum, and the
meeting may be adjourned without further notice.
When a quorum is present at any meeting, a majority in interest of
the members there represented shall decide any question
before
such meeting, unless the question is one upon which by express provision
of the Corporation's CHARTER, these BY-LAWS, or the laws of the State of
Tennessee, a larger or different vote is required, in which case such
express provisions shall govern the decision of such question.
Section 6. Voting and Proxies. Every membership entitled to vote at a meeting may do so either in person or by written proxy, which proxy shall be filed with the Secretary of the Meeting before being voted. Such proxy entitle the holders thereof to vote at any adjournments of such meetings, but shall not be valid after the final adjournment thereof. No proxy shall be valid after the expiration of the current swimming lesson in which it is given unless otherwise provided for in the proxy.
ARTICLE
V -
BOARD OF DIRECTORS
Section
1. Qualification and
Election. Directors shall be
members of the Corporation and must be of legal age.
Directors shall be elected by a plurality of the votes cast at the
annual meeting of the members or such special meeting called for the
express purpose of electing a new Director.
Each Director shall hold office until the expiration of the term
for which he is elected, and thereafter until his successor has been
elected and qualified.
Section
2. Number. The number of the Directors shall be fixed from time to time
by the membership upon two-thirds vote thereof or by unanimous vote of the
entire Board of Directors, but shall never be less than the number
required by law. Initially, the Corporation shall have five (5) Directors.
Section
3. Term of Office.
Directors shall be elected for a three (3) year term of office.
The expiration of the terms of office of the Directors of the
Corporation
shall be staggered. For the
initial Board of Directors there shall be one member of the Board elected
to serve for an initial one (1) year term, and the successor thereafter to
this Director shall serve a full three (3) year term of office. Two of the Directors shall be elected to serve an initial
term of two (2) years, and the successors thereafter to these Directors
shall serve full,
Section
4. Annual Meetings.
The annual meeting of the Board of Directors shall be the first
meeting of the Board after the adjournment of the Annual Meeting of the
membership, at which time the officers of the Corporation shall be
elected.
Section
5. Regular Meetings.
Regular meetings of the Board of Directors of the Corporation shall
be held on a quarterly basis within the discretion of the Board.
The Board may also designate more frequent intervals of the regular
meetings.
Section
6. Special Meetings of the
Board. Special meetings of
the Board of Directors may be called at any time by the President, any
Director, or ten percent (10%) of the membership entitled to vote at the
time of a call for a meeting.
Section
7. Notice of Director's
Meetings. The annual and all
regular Board Meetings may be called without notice.
Special Meetings shall be held upon notice sent by any usual means
of communication not less than three (3) days before the meeting.
Section
8. Quorum and Vote.
The presence of a majority of the Directors shall constitute a
quorum for the transaction of business.
A meeting may be adjourned despite the absence of a quorum, and
notice of an adjourned meeting need not be given at the time and place to
which the meeting is adjourned or fixed at the meeting at which the
adjournment is taken, and if the period of adjournment does
not
exceed thirty (30) days in any one adjournment. The vote of a majority of the Directors present at a meeting
at which a quorum is present shall be the action of the Board, unless a
vote of a greater number is required by the CHARTER, these BY-LAWS or by
the laws of the State of Tennessee.
Section
9. Executive and Other Committees.
The Board of Directors, by
Section
1. The Corporation shall have
a President, a Vice President, a Secretary and a Treasurer and such other
officers as the Board of Directors shall from time to time deem necessary.
Any two or more offices may be held by the same person, except the
offices of President and Secretary.
Section
2. Election and Term.
The officers of the Corporation shall be elected by the Board at
its Annual Meeting. Each
officer shall serve until the expiration of the term for which he is
elected and thereafter until his successor has been elected and qualified.
All officers shall serve a one (1) year term in the office unless
otherwise modified by a unanimous vote of the Board of Directors.
Section
3. Duties. All officers shall have such authority and perform such
duties in the management of the Corporation as are normally incident on
their offices and as the Board of Directors may from time to time provide.
The officers of the Corporation shall have the following specific
powers and duties:
a)
President. The President shall provide at all meetings of the members
and the Board of Directors of the Corporation.
He shall be the chief administrative officer of the Corporation.
He shall have the power to execute certification of membership,
contracts and written obligations of the Corporation, subject to authorization
by the Board of Directors.
c)
Secretary. The Secretary shall keep the minutes of the meetings of the
members and the Board of Directors, of the meetings of the Corporation,
and any other meetings which the Secretary is designated by the President
to attend. The Secretary
shall attend to the giving of all notices other than those for financial
obligations. The Secretary
shall attest the signature of the President or Vice Presidents or any
agent of the Corporation so designated by the Corporation, all contracts
and instruments of conveyance. The
Secretary shall have charge of the Membership Certificate Transfer Ledger,
and such other books and papers as the Board of Directors may direct, and
shall submit such reports to the Board as may be requested from time to
time by a majority of the Board of Directors.
The Secretary shall be responsible for maintaining a master copy of
these BY-LAWS and incorporating all amendments as they are voted into
effect.
d)
Treasurer. The Treasurer shall have custody of all funds and securities
of the Corporation and shall maintain to the credit of the Corporation an
account in such bank or banks as the Board of Directors may designate. The
Treasurer shall maintain the financial records of the Corporation and
enter regularly therein a full and accurate account of the financial
dealings, disbursements and receipts of the Corporation.
The Treasurer shall make his books and accounts available for audit
as directed by the Board of Directors and he shall be bonded with a
fidelity bond no less than the maximum amount of money that he may have
control of at any one time during his term in office.
The Corporation shall bear the expense of the corporate fidelity
bond.
ARTICLE
VII - RESIGNATIONS, REMOVALS AND VACANCIES
OF THE DIRECTORS AND OFFICERS
Section
1. Resignations.
Any officer or director may resign at any time by giving written
notice to the Chairman of the Board, the President, or the Secretary.
Any such resignation shall take effect at the time specified
therein, or, if no time is specified, then upon its acceptance by the
Board of Directors.
Section
2. Removal of Officers.
Any officer or agent may be removed by majority vote of the entire
Board whenever in its judgment the best interest of the Corporation will
be served thereby.
Section
3. Removal of Directors.
Any or all of the directors may be removed whether with or without
cause by a proper vote of the membership; and may be removed with cause by
a majority vote of the entire Board.
Section
4. Vacancies. Newly created directorships resulting in an increase in the
number of Directors, and vacancies occurring in any office or directorship
for any reason, including removal of a Director, may be filled by the vote
of a majority of the entire Board, then confirmed by a proper vote of the
membership at the next annual or special meeting.
ARTICLE
VIII - ACTION
BY CONSENT
Whenever the membership or Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon.
ARTICLE
IX - MISCELLANEOUS PROVISIONS
Section
1. Corporate Books and
Records. Corporate books and
records shall be open to inspection by the members of the Corporation at
such times and places as may be fixed by the President and as may be
convenient to the Corporation and its members.
Section
2. Fiscal Year.
The fiscal year of the Corporation shall begin on the 16th day of
November in each and every year.
Section
3. Audit. The Board of Directors shall cause the books of the Corporation
to be audited periodically and not less than annually by auditors who
shall not be Directors of the Corporation.
Section
4. Qualification of Directors
and Officers. The Corporation
shall indemnify any person who is serving or has served as an
incorporator, director or officer of the Corporation against expenses
actually and necessarily incurred by that person in connection with the
defense of any action, suit or proceeding in which he is made a party by
reason of being or having been a director, officer or incorporator of the
Corporation, except with respect to matters as to which such person is
found to be liable for negligence or misconduct in the performance of his
duties. Such indemnification
shall not be deemed exclusive of any other rights to which any person may
be entitled.
Section
5. Deposit and Investment of
Funds. The funds of the
Corporation shall be deposited in a local institution which shall be
federally insured and selected by a majority of the Board of Directors. The surplus funds of the Corporation shall be invested only
in obligations deemed to be prudent investments within the discretion of
two-thirds of the Board of Directors and as permitted by Tennessee
Law.
Section 6. Use of Corporate Title. Prior approval by the Board of Directors is required for any group to use the name of Briarcliff Community Club.
ARTICLE
X -
AMENDMENT
TO THE BY-LAWS
These BY-LAWS may be amended, added to, or repealed either by: (1) a majority vote of the members present or represented at any duly constituted membership meeting, or (2) a majority vote of the entire Board of Directors, unless a greater vote is required by the laws of the State of Tennessee. Any change in the BY-LAWS made by the Board of Directors, however, may be amended or repealed by the members. Written notification of any amendment to these BY-LAWS shall be made to the membership no later than ninety (90) days after the amendment goes into effect.
Last updated: 01/08/05