BYLAWS
WAYLAND SWIMMING AND TENNIS CLUB, INC.

As amended and restated on January 16, 2024

ARTICLE I – Name

The name of this corporation, hereafter also referred to as “the Club,” shall be WAYLAND SWIMMING AND TENNIS CLUB, INC.

 

ARTICLE II - Purposes

The purposes for which the Club is formed are as follows:

To encourage athletic and recreational activities of all kinds, and to acquire and develop facilities designed to promote the same; to buy, sell and otherwise deal in all kinds of property, both real and personal, which the Board of Governors of the Club may deem suitable to carry out the purposes of the Club; to borrow money and from time to time to make and issue promissory notes and evidences of indebtedness of all kinds for the accomplishment of the purposes of the Club, and, if deemed desirable, to secure the same by mortgage or pledge of any property of the Club; to do all things necessary and proper to carry out the purposes for which it is organized; and in general to have and exercise all the powers conferred by the Commonwealth of Massachusetts upon corporations created under Chapter 180 of the General Laws as they may be now or hereafter amended; provided, however, that no part of the net earnings of the Club shall inure to the benefit of any member of the Club, or to the benefit of any incorporator, officer or other individual.

 

ARTICLE III - Membership

Section 1

Members shall be at least 21 years of age. A married or cohabitating couple, either of whom is at least 21 years old, shall be joint members, the membership to continue in the survivor on the death of the other. Members will be accepted in such manner as the Board of Governors may determine and shall not exceed 200 households plus the number of eligible neighbor households that elect to become members.

Section 2

Any member may elect to become an inactive bondholder upon sending written notification to the Business Manager via postal mail or email to businessmanager@waylandswimandtennis.com. Such status shall not entitle the holder or any household member to any privileges or voting rights of the Club.

An inactive bondholder may apply by December 31 for active membership status for the next calendar year and be placed ahead of all others on the waiting list, order to be determined by date of written notification sent to the President. Fees to maintain both active and inactive status shall be prescribed by the Board of Governors. All active members shall maintain a bond level equal to the current amount prescribed in Article IV, Section 3.  

Section 3

All single permanent residents of the member’s household shall be entitled to use the facilities of the Club.

Section 4

Each member, including each joint member, shall have one vote at all meetings of members.

Section 5

Within one year of the death of a member (or both joint members), every person who has been entitled to the use of the facilities of the Club as a single permanent resident of that member’s household and meets the other criteria of membership shall be entitled to apply for his or her own membership and shall be placed ahead of all others on the waiting list.

Section 6

Each member, or either of two joint members, shall work for at least 3 hours annually in some phase of Club maintenance, as directed by the Buildings and Grounds Chairman. Any permanent resident of the member’s household who is at least 15 years of age may work in place of the member. Members failing to meet this requirement shall be assessed a fee not to exceed $200.

Section 7

Each member or either of the joint members, if asked, shall be obligated to serve a minimum of one two-year term on the Board of Governors or one two-year term on any Standing Committee during his/her membership. 

Section 8

In the event that a joint member experiences a legal separation or divorce, only one spouse or cohabitating partner may remain a member. The spouse or partner who does not retain the Club membership shall have the option to submit a new bond and initiation fee and be placed ahead of all others on the waiting list, order to be determined by date of written notification sent to the President, subject to the provisions stated in Article IV, Section 1. An inactive bondholder who experiences a legal separation or divorce shall be subject to the same rules.

Section 9

Households eligible for neighbor memberships are the eighteen households on Glezen Lane and Autumn Lane listed below. Neighbor members will be subject to all the rights and obligations of regular members except as provided in this section. A neighbor membership may only be used by the owner occupant of the property and his or her family.

Upon moving from a neighbor household, a neighbor member shall lose their neighbor membership and be placed on the waiting list. The effective date on the waiting list is the date the neighbor member took ownership of their property.

214, 215,219, 223, 229, 233, 237, 238, 241, and 244 Glezen Lane.
1, 7, 8, 11, 12, 15, 18, and 19 Autumn Lane.

Section 10

The Board of Governors may grant the use of the facilities of the club to ”Senior Guests” as set forth in the Club Rules—Senior Guest Category posted on the Club’s website.

 

ARTICLE IV - Entrance Requirements

Section 1

No applicant will be invited to membership unless said applicant has provided sufficient evidence to the Board of Governors that they are current residents of the Town of Wayland, Massachusetts.

Section 2

No transfer of any membership in the Club shall be made.

Section 3

Each new member shall post a bond in an amount that shall be determined from time to time by the Board of Governors.

Section 4

Each new member shall pay, in addition to the bond and other charges and dues herein provided, an initiation fee equal to one year of the current dues, which shall be non-refundable.

Section 5

A member who resigns or is expelled shall be entitled to a refund from the Club of an amount equal to the member's current bond balance less any amounts owed in dues, assessments and fees. Refunds shall be made within 90 days after the bond of a replacement member has been received by the Club. To be effective, resignations must be sent via postal mail or email to businessmanager@waylandswimandtennis.com.

Section 6

The estate of a member other than a joint member who dies shall be entitled to a refund from the Club under the same terms and conditions as those provided in Section 5 of this Article IV with respect to a resigning member.

 

ARTICLE V - Dues and Assessments

Section 1

The Board of Governors shall have the power to determine the annual dues for membership, which shall not exceed 105% of the previous year’s dues, and to levy assessments when they deem necessary. All assessments shall be clearly designated as being either for current expenses or capital improvements.

Section 2

The annual dues shall be payable no later than the date determined by the Board of Governors and communicated to members in writing.

Section 3

The Board of Governors shall specify the date by which all assessments shall be paid.

Section 4

The Board of Governors shall have the power to establish policies for (i) assessment of late fees for membership dues, fees or assessments that are not timely paid and (ii) placing members who are delinquent in payment in inactive bondholder status, which policies shall be posted under “Club Policies, Rules and Hours” on the Club’s website.

Section 5

Members resigning shall be refunded dues on the following basis:

Before April 30 100%

May 1 – May 31 60%

June 1 – June 30 40%

July 1 – July 31 20%

August 1 or later 0%

Section 6

Members accepted into the Club shall pay dues for their first season of membership within thirty (30) days of being notified of acceptance. If initiation fee and dues for the first season of membership are not received within 30 days of notification of acceptance, the proposed member’s acceptance shall be deemed withdrawn and the Club shall offer membership to the next person on the waiting list. If a proposed member is offered membership after May 1, the annual dues for the first season of membership can be prorated at the discretion of the Business Manager. 

 

ARTICLE VI - Executive Officers

Section 1

The officers of the Club shall consist of a President, Co-President, Treasurer and Co-Treasurer, and Secretary and Co-Secretary, each of whom shall be elected for a term of office commencing as of their election and running for two consecutive years or until a successor has been duly elected and qualified. No officer shall serve longer than two consecutive years (or until a successor has been duly elected and qualified) regardless of whether the officer holds the same executive office within the two-year period.

Section 2

Only the member or either of 2 joint members shall be eligible to hold office as an officer or as a member of the Board of Governors. A married or cohabitating couple shall not serve as officer or governor at the same time.

Section 3

The President shall preside at all meetings and shall be authorized to call special meetings of the Board of Governors. The President, with the approval of the Board of Governors acting together with the Treasurer or Co-Treasurer shall have the authority to sign all deeds, mortgages, promissory notes, contracts and all other obligations of the Club, and shall have the authority to sign checks.

Section 4

The Co-President shall have and assume all powers and perform all duties of the President during any absence, disability or at the request of the President. In addition, the Co-President shall have such powers and shall perform such duties as the Board of Governors shall from time to time designate.

Section 5

The Secretary shall conduct all correspondence of the Club and shall notify the members of all meetings of such members, of proposed amendments to these By-Laws, of elections and of all nominations at least 2 weeks before the Annual Meeting or any special meeting. The Secretary shall record the minutes of all meetings of members and all Board of Governors meetings and shall be custodian of all Club records other than financial. The Secretary shall also perform such duties as may be designated by the Board of Governors.

Section 6

The Treasurer and Co-Treasurer shall be charged with the collection and custody of funds of the Club and their disbursement under the direction of the Board of Governors, and shall have the authority to sign checks.

Acting together with the President or Co-President and with the approval of the Board of Governors, the Treasurer shall have the authority to sign all deeds, mortgages, promissory notes, contracts and all other obligations of this Club. The Treasurer shall ensure that accurate books of account of the financial affairs of the Club are kept. Delete. The Treasurer shall have the power to endorse for deposit or collection all instruments for the payment of money to the Club and to accept drafts on its behalf.

At the Annual Meeting, the Treasurer will present in writing a complete balance sheet and statement of income and expenses for the close of the prior fiscal year. The Treasurer will also present a budget for the current fiscal year. The Treasurer’s books shall at all times be open to inspection by any 2 members of the Board of Governors.

The Treasurer shall be an ex-officio member of the Finance Committee.

Section 7

The Co-Treasurer shall have and assume all powers and perform all duties of the Treasurer during any absence, disability or at the request of the Treasurer. In addition, the Co-Treasurer shall have such powers and shall perform such duties as the Board of Governors shall from time to time designate.

Section 8

Any officer may be removed from office with or without cause by a 2/3rds vote of those present and entitled to vote at the annual or any special meeting of the members, provided notice of intended removal is included in the notification of the meeting sent out by the Secretary.

 

ARTICLE VII - Board of Governors

Section 1

There shall be a Board of Governors of 11 members, consisting of 6 elected officers and 5 elected Governors, who shall be elected each year at the Annual Meeting, in accordance with term vacancies. The 5 elected Governors shall be a Building and Grounds Chairman, a Swim Chairman, a Tennis Chairman, a Membership Chairman and a Board Liaison. If more than one person serves as joint chairmen, only one person shall have a vote.

Section 2

The duties of the Board of Governors shall be:

(a) To attend all meetings called by the President or by any 2 members of the Board of Governors.

(b) To consider and transact all the business of the Club, and to exercise all powers of the Club, except such as are conferred upon the members by law or these By-Laws.

(c) To have the power to fill vacancies in any office created by death, resignation, suspension or expulsion.

(d) To have the power by 2/3rds vote to forfeit by suspension or expulsion any membership in the Club for any conduct by a member or any person under his membership which is likely, in the opinion of said 2/3rds of the Board of Governors, to be detrimental to the welfare, interest or character of the Club.

(e) To establish such rules, regulations and policies as it deems necessary and appropriate, which rules, regulations and policies shall be available to members on the Club’s website.

(f) To extend invitations to and act upon the applications of proposed members.

(g) To employ from time to time such personnel deemed by it to be necessary, and to determine salaries for such personnel.

Section 3

A majority of the Board of Governors then in office shall constitute a quorum without which no vote shall be taken.

Section 4

Any member of the Board of Governors may be removed from office with or without cause by a 2/3rds vote of those present and entitled to vote at the annual or any special meeting, provided notice of the intended removal is included in the notification of the meeting sent out by the Secretary.

Section 5

The Secretary shall notify all Governors of any meeting to be held pursuant to section 2 of this article. Notice in writing, mailed, postage prepaid, addressed to each Governor at his usual place of business or abode, or delivered to him in hand or sent by electronic mail, 72 hours before the meeting shall be sufficient notice of the meeting. Notice of any meeting may be dispensed with if all the Governors, by a writing filed with the records of the meeting, waive such notice.

  

ARTICLE VIII - Nominations and Elections

Section 1

There shall be a Nominating Committee composed of 2 members of the Club elected by those entitled to vote at the Annual Meeting. Each member of the Nominating Committee shall be elected for a term of office commencing as of their election and running for two consecutive years or until a successor has been duly elected and qualified. A vacancy occurring during the term of any member of the Nominating Committee shall be filled by appointment by a majority vote of the Board of Governors present at a meeting called by the President.

Section 2

It shall be the duty of the Nominating Committee:

(a) To nominate a candidate for the following elected positions:

(1) President

(2) Co-President

(3) Treasurer

(4) Co-Treasurer

(5) Secretary

(6) Co-Secretary

(7) Open Governors Positions

(8) Two members of the Nominating Committee

(9) to the extent not included in (1) through (6) above, the Chair and/or Co-Chair of each Standing Committee

(b) To submit the names of the candidates for Board of Governors and Nominating Committee to the Secretary who shall report such names in writing to the members, together with the notification of the Annual Meeting.

Section 3

Members may submit nominations for additional candidates from the floor at the Annual Meeting, or in writing to the Secretary; provided, however, that there shall be no nominations from the floor unless a list of such candidates is delivered to the Secretary in writing and signed by 7 members at least 10 days before the date set for the Annual Meeting, or unless there is a vacancy in the list of nominees.

 

ARTICLE IX - Meeting of Members

Section 1

The Annual Meeting shall be held in December or early January each year with a minimum 2 weeks notice to the membership. At this time election of officers and governors shall be conducted and all other business transacted.

Section 2

Special meetings shall be called by the Board of Governors at such times as it deems advisable, or at the written request of 50 persons entitled to vote.

 

ARTICLE X – Standing Committees

Section 1

There shall be standing committees as described below. The chairmen shall be those people elected to the Board of Governors in accordance with Article VII. The chairmen so elected may appoint additional members to serve on their respective committees.

(a) The Building and Grounds Committee shall maintain the grounds, building(s), and general appearance of the Club.

(b) The Swimming Committee shall plan and oversee the swimming activities of the Club.

(c) The Tennis Committee shall plan and oversee the tennis activities of the Club.

(d) The Membership Committee shall extend invitations to and act upon the applications of proposed members as directed by the Board of Governors.

(e) The Board of Governors may create a Standing Committee for special Club purposes, not previously enumerated above, as it deems necessary. Service on such a Standing Committee shall be deemed to meet the member family’s service obligation required in Article III, Section 8.  

Section 2

The Board of Governors may request an Internal Audit to be performed by an individual or committee, none of whom shall be a Club officer or member of the Board of Governors during the current fiscal year. This individual or committee shall prepare for the Board of Governors an internal audit of the Club’s financial records.

Section 3

Appointments and vacancies on any committees shall be filled by the chairperson.

 

ARTICLE XI - Fiscal Year

The fiscal year shall commence with the first day of November and end with the 31st day of October.

 

ARTICLE XII – Personal Liability and Indemnification

Section 1

The directors and officers of the club shall not be personally liable for any debt, liability or obligation of the club.  All persons, corporation or other entities extending credit to, contracting with, or having any claim against the club may look only to the funds and property of the club for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the club.

Section 2

The club shall, to the extent legally permissible, indemnify each person who serves or has served as a governor or officer of the club, against all liabilities, costs and expenses reasonably incurred by or imposed upon him or her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which such person may be or may have been involved as a party while in office or thereafter, by reason of his or her being or having been such an officer or governor, or by reason of any action taken or not taken in any such capacity; except that no such indemnification shall be provided with respect to any matter as to which such person shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the club. 

 

ARTICLE XIII – Amendments

Any amendment of these By-Laws may be made by a 2/3rds vote of those present at a meeting of the members of the Club provided written notice of the proposed amendment has been sent to all members by the Secretary at least 2 weeks before the meeting.  The Board of Governors may allow electronic voting in lieu of a meeting in situations it deems appropriate.