Bylaws

Name

This corporation shall be called “NORTH ANDOVER COUNTRY CLUB.”

Purposes of the Club

This corporation is constituted for the promotion of recreation and social activity and for the encouragement of athletic sports.

III. Board of Governors

Governance and election of Board of Governors. The governance of the corporation shall be entrusted to a committee of fifteen of its resident members and senior members who had, immediately prior to their becoming senior members had been resident members (hereinafter referred to as “senior resident members”), to be known as the “Board of Governors.” The Governors are elected such that one-third of the total [i.e., five (5)] have terms which expire each year. At each annual meeting five Gov¬ernors shall be elected by the members to take the place of the Governors whose terms are then expiring. Each Gov-ernor so elected shall hold office for a term of three years, which term shall expire at the third annual meeting following the annual meeting at which the Governor is elected.
Election of Officers. The Board of Governors shall elect from its own number a President, a Secretary and a Treasurer, each to hold office for the term of one year, or until their successors are elected, and may from time to time appoint such other officers and committees as it shall deem necessary and may define their duties.
Vacancies on Board of Governors. The Board of Governors shall fill any vacancies in its number by the appointment of a resident member to hold office until the next annual meeting of the corporation when the vacancy shall be filled by election by the members for the unexpired portion of the term.
Meeting and Quorum. The Secretary shall call a meeting of the Board of Governors at the request of the President or any three Governors. Eight Governors shall constitute a quorum of the Board of Governors.
Powers of the Board of Governors. The Board of Governors shall have general charge, management and control of the affairs, funds and property of the corporation; and may make or authorize such contracts, purchases and payments as may be necessary and proper for the carrying out the purposes of the corporation. The Board of Governors is empowered and authorized to make and promulgate such rules, regulations and policies as to membership, dues, fees, charges, the use of the Club House, buildings, athletic facilities, and grounds, and any other aspect of Club assets and operations, and the management thereof as it may deem expedient. It shall control the expenses and charges of the corporation, authorize the employment of such personnel as it shall deem expedient, and receive and redress complaints.

President

The President shall be the chief executive officer of the corporation and shall have the authority and responsibility usually connected with said office. The President shall be the chairman of the Board of Governors and shall preside at all meetings of the Board and of the corporation. In the President’s absence, the Board or the members, as the case may be, shall elect a temporary presiding officer. The President shall be, ex officio, a member of all committees and shall perform such other duties as the Board of Governors shall deem appropriate.

Secretary

The Secretary shall keep a record of all the meetings of the members of the corporation and all proceedings of the Board of Governors. The Secretary shall conduct the correspon-dence of the corporation and shall give notice of all meetings of the members and the Board of Governors.

Treasurer

The Treasurer shall collect all entrance fees and all dues and other fees; shall keep books of account of the corporation; and shall make payment upon orders approved in writing by the President or by the Chairman of the committee contracting the debt. The Treasurer shall render a statement of the accounts of the corporation at each annual meeting of the corporation and to the Board of Governors whenever requested to do so. The Treasurer’s accounts shall be reviewed annually by one or more persons appointed by the Board of Governors.

VII. Nominating Committee

With the approval of the Board of Governors, the President shall appoint a Nominating Committee of at least three (3) Governors to identify and recommend the names of resident and senior resident members for election to the Board of Governors at the next annual meeting. Members may recommend to the Nominating Committee resident and senior resident members to be considered for election as Governors, but such recommendations shall not be binding on the Committee. The persons recommended by the Committee shall be posted at the Club House at least five days before the annual meeting and shall be presented by the Committee for election at the annual meeting. Nominations other than those recommended by the Committee may not be considered at the annual meeting.

VIII. Meetings

Annual Meeting. There shall be an annual meeting of the members of the corporation at the Club House, or such other place as may be designated by the President or the Board of Governors, within 120 days of the close of each fiscal year. The call to meeting shall be prepared and distributed at the direction of the Board of Governors. At the annual meeting, only such business as has been set forth in the call to the annual meeting may be considered. No business inconsistent with the call to meeting or these by-laws shall be considered.
Special Meeting of Corporation. The Secretary shall call a special meeting of the members of the corporation whenever requested to do so by the President or not less than five Governors or twenty-five resident members. Every such request shall state the purpose for which the special meeting is desired. The Board of Governors may designate additional purposes for the meeting. No purpose not so stated shall be considered at any such special meeting. In any event, no business inconsistent with these bylaws may be considered.
Quorum of Meeting of Corporation. A quorum of the members of the corporation at any meeting shall be thirty resident and senior resident members. Voting rights shall be vested exclusively in resident and senior resident members, each of whom (whether married to another member or unmarried) shall have one vote, which he or she may cast in person. No proxy votes shall be allowed.

Notice of Meetings

Notice of Meeting of Corporation. At least seven days’ written notice of the annual meeting of the members of the corporation shall be sent by the Secretary by mail to every member and notice of every special meeting shall be given in the same manner. The notice shall also set forth the purposes for which such meeting is called.
Meetings of Board of Governors. Unless required to do so by a vote of the Board of Governors, notice of any regular meeting of the Board need not be given. Notice of any special meeting of the Board shall be mailed to each Governor, addressed to him or her at his or her residence or usual place of business, at least three (3) days before the date on which the meeting is to be held. In the alternative, such notice may be sent to each Governor by delivery to him or her personally, or by telephone, not later than twenty-four (24) hours before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting, but need not state the purposes of the meeting.
Adjourned or Recessed Meeting. No notice of the reconvening of any adjourned or recessed meeting need be given, except as contained in the resolution or ruling directing the adjournment or recess.

Membership

Classes of Membership
Resident membership. Any person who is at least twenty-one years of age may be elected a resident member of the corporation upon a favorable vote of the Board of Governors. A resident member shall have full privileges for himself or herself and all children in his or her family who reside in the same household and who are under the age of thirty.
Non-resident membership. Non-resident memberships are available to persons at least twenty-one years of age who reside within a city or town, any border of which is not closer than at least three contiguous cities or towns from any border of the Town of North Andover. The Board of Governors shall prepare and adopt a list of such cities and towns, which list shall constitute the official list of the Club for membership purposes. A person may not join as a non-resident member. After a person has been a resident member for a period of at least one year, then the person may apply to change membership to non-resident, assuming all the criteria for this class are met. Restrictions on use of facilities are as follows:

Non-resident members have unlimited use of the Club House for dining and social purposes. However, they may use the athletic facilities of the Club on not more than 2 days a month. The Board may adopt more specific rules relating to the use of the Club facilities by non-residents. Non-residents may not be the guests of other members of the Club. Such privileges shall also extend to the children of non-residents who reside with their parents and are under the age of thirty.

Social membership. This class has been established for those who wish to use only the Club House itself. Any person at least twenty-one years of age may join the Club as a Social Member. Social members shall have full use of the Club House for dining, events, and other social functions, but they may not use any of the athletic or other facilities of the Club. While they may have guests for social purposes at the Club House, their guests may not have the use of the athletic or other Club facilities.
Junior membership. Any person under the age of thirty-five may join the Club as a Junior Member. The initiation fee for such member will be less than it is for other members, but once the member has attained the age of 35, he or she will be required to pay the difference (i.e., the difference between what the regular initiation fee was for full members at the time they joined and what they actually paid). The Board of Governors may establish the amount of the reduced initiation fee, but the annual dues structure for this class will not be reduced.
Senior membership. Any person who has been a member of the Club for at least twenty-five years may apply to become a senior member upon attaining the age of 70. The annual dues shall be reduced by one-fourth of the dues which the member had been paying immediately prior to becoming a senior member. The Governors may, but are not required to, impose a monthly minimum in the Club House.
Temporary membership. The Board of Governors may authorize the President to grant temporary memberships. A person whose residence would not preclude his or her being elected a resident member may be elected a temporary member of the Club, on terms and conditions established by the President. Such member may have full social and athletic privileges for a period not to exceed one year. The fees, dues, and other aspects of such membership shall be determined by the President on a case-by-case basis.
Initiation Fee. Every person elected to resident membership in the corporation shall be required to pay an initiation fee in an amount set, from time to time, by the Board of Governors.
Dues. The Board of Governors shall have the authority to establish and change annual dues for all members of the corporation. Such dues shall be due and payable according to a schedule set, from time to time, by the Board of Governors.
Assessments. All members shall be liable for all such additional assessments as the Board of Governors shall, from time to time, determine to be necessary to assure the continued financial stability of the corporation.
Miscellaneous. The delineation of the various membership categories and the rights, privileges, terms, conditions, dues and fees of such categories shall not be construed as a contract with persons being elected to membership. The Board of Governors may, from time to time, revoke, suspend, change, increase or decrease such rights, privileges, terms, conditions, dues and fees in its sole discretion.
Addresses. Every member shall keep the Secretary advised of the address to which the member wishes notices and billings sent and a notice or billing sent to that address shall be deemed to have been properly sent.
Fees & Charges. All golf, tennis, swimming, platform, and other fees shall be determined, from time to time, by the Board of Governors.

Election of Members

Pre-June 8, 1972, Procedure. Each person who was, on June 8, 1972, a resident member or non-resident member of the North Andover Country Club (an unincorporated association which has co-existed with, but antedates, this corporation) is by virtue of his/her prior membership therein hereby made a resident member or non-resident member of this corporation, consistent with his/her prior status therein.
Post-June 8, 1972, Procedure. The Board of Governors shall be a Committee on Election. A candidate for election to membership must be proposed by members, in such numbers and by such procedure as may be determined by the Board of Governors. Precedence shall be given to former members whose names are presented for re-election.
Membership Committee Composition. The President of the corporation shall have the power to appoint a Membership Committee consisting of no fewer than three (3) nor more than five (5) members, at least a majority of whom shall be Governors. Candidates for election to membership in the corporation must be known personally to at least two members of the Committee. This Committee shall report to the Board of Governors. The report of the Committee shall not be final, but only in the form of information, advice, and recommendation.
Letters & Confidentiality. The Membership Committee may ask members for personal letters to assist it in the process of recommending persons for Club membership. The proceedings of this Committee shall be confidential.
Posting. The Membership Committee shall present candidates for membership to the Board of Governors for consideration. The Secretary shall post the names of candidates in the Club House or notify all members by mail and no candidate’s name shall be acted upon by the Board of Governors unless it has been posted or the membership notified by mail at least ten days prior thereto.
Voting by Board of Governors. It shall be the duty of the Board of Governors to vote upon each name separately and by ballot. Two or more negative votes shall be a rejection of the candidate. Rejected candidates shall not again be balloted upon within six months of the date of their prior rejection.
Disqualification. No member of the Board of Governors or of the Membership Committee shall propose or second any candidate for election to membership in the corporation.

XII. Payment of Fees, Dues and Charges

Entrance to Membership. Except as hereinafter provided, every person elected to membership must, within 30 days after receipt of notice of his/her election, pay to the corporation such initiation fee, if any, as may be required, together with the required annual dues installment. Until the required payments are made, the member shall not become entitled to utilize the facilities of the corporation, and if such payments are not made within the time prescribed above, his or her election may thereupon be declared void and of no effect by the Board of Governors.
Fiscal Year for Dues. The fiscal year for purposes of computing annual dues shall begin on the first day of October and end on the last day of September.
Termination of Membership for Non-Payment. The Board of Governors, upon recommendation of the Treasurer, may suspend or terminate the membership of any member who, in the judgment of that body, has not remitted payment on a timely basis. The name of any member whose indebtedness is not paid in a timely fashion shall be notified thereof by the Treasurer and shall receive no further credit until such indebtedness is paid. Failing to discharge such indebtedness within thirty days after notice thereof, he or she may be liable to have his or her membership suspended or terminated by the Board of Governors.
Payment of Other Charges. All indebtedness of members to the corporation except annual dues shall be paid before the thirtieth day of the month following that in which the indebtedness has been incurred or in accordance with a schedule, established by the Board of Governors, for any assessment.
Extension of Time. The Board of Governors may extend the time for payment of any fee, dues charge, indebtedness or assessment and may remit any of the penalties provided for herein for any reason which may seem to it good and sufficient.

XIII. Resignation

Any member may resign from membership in the corporation after payment of all dues, charges and indebtedness by giving written notice of his/her intention to do so to the Secretary. A member shall be liable for a quarterly installment of annual dues unless his or her notice of resignation is given prior to the billing date for such quarterly installment payment.

XIV. Expulsion or Suspension

Members. In case of infraction of these By-laws or any conduct on the part of any member which, in the sole discretion of the Board of Governors, may endanger or tend to endanger the good order, welfare, peace, dignity, harmony or character of the corporation or its members, the Board of Governors shall have power to suspend or expel the member thus offending, notifying him or her in writing to that effect, and specifying the reasons therefor. Prior to any final vote of the Board, it shall provide the affected member or members with the opportunity to meet with the Governors to discuss the matter. The final vote of the Board of Governors shall be final and binding on the member and all other parties. In the case of such infraction, the Board of Governors may, but shall not be required to, impose such other sanction, such as reprimand or probation, as it may deem appropriate.
Guests. It shall rest in the discretion of the Board of Governors to cause to be excluded from the facilities of the corporation any person, and, from time to time, to limit the provisions relating to the introduction of guests.

Evidence of Proprietary Interest

Prior to June 8, 1972. Shares of capital stock of this corporation, issued subject to an obligation on the part of the holder to resell the same to the corporation upon termination of membership in The North Andover Country Club (an unincorporated association which has co-existed with, but antedates, this corporation), have been utilized as the means of evidencing proprietary interests in the property of this corporation. No holder of shares of capital stock issued by this corporation shall have any proprietary interest in the property of the corporation after June 8, 1972, unless he/she is made or elected a resident member of this corporation by virtue of or pursuant to Article XI of these By-laws as of or after June 8, 1972.
On and After June 8, 1972. This corporation having become a non-stock corporation on June 8, 1972, no shares of capital stock can or will be issued thereafter. As of and after June 8, 1972, membership in the corporation shall vest in each resident member a proprietary interest in the property of this corporation equal and proportionate to the proprietary interest therein of every other resident member. The proprietary interest so vested in a resident member shall expire and terminate upon his/her death, resignation or other cessation or termination of membership in the corporation.
Rights of Holders of Capital Stock.
Each person who on June 8, 1972, held shares of the capital stock of this corporation, but who was not then a member of The North Andover Country Club (the aforesaid unincorporated association) shall continue to be entitled and obliged to resell his/her shares of said stock to this corporation, and this corporation shall continue to be obliged to purchase the same at a price of $25.00 per share (or at a price of $1.00 per share if the holder is a party to or otherwise bound by an agreement to do so).
Each person who on June 8, 1972, held share of the capital stock of this corporation and who was then also a member of The North Andover Country Club (the aforesaid unincorporated association) and who has not agreed to resell his/her share of said stock to this corporation at a price of $1.00 per share shall be entitled to receive from this corporation upon cessation or termination of his/her membership in this corporation an amount equal to $25.00 times the number of shares of said stock owned by such member on June 8, 1972.
Each person who on June 8, 1972, held share of the capital stock of this corporation and who was then a member of The North Andover Country Club (the aforesaid unincorporated association) and who has agreed to resell (or is bound by an agreement to resell) his/her shares of said stock to this corporation at a price of $1.00 per share shall be entitled to receive from this corporation, upon cessation or termination of his or her membership in this corporation, an amount equal to $1.00 times the number of shares of said stock owned by such member on June 8, 1972.

XVI. Dissolution

Vote to Dissolve. This corporation may be dissolved and liquidated by the vote of two-thirds of its resident members at any meeting of the membership of the corporation duly called for that purpose.
Distribution of Assets. In the event of the dissolution and liquidation of this corporation, all known debts and obligations of the corporation to creditors shall first be paid in full or fully provided for; all amounts payable by this corporation with respect to any and all shares of its capital stock then remaining outstanding, whether such amounts constitute $25.00 per share or $1.00 per share, shall then be paid in full or fully provided for; and the then remaining assets of this corporation shall then be distributed in equal amounts to and among those persons who are resident and senior members of this corporation on the date that the dissolution vote is adopted, each such member to participate equally in such distribution whether married to another such member or unmarried.

XVII. Amendments to Bylaws

The members of the corporation, at any annual or special meeting of this corporation, or the Board of Governors at any meeting of the Board of Governors, may amend or repeal any of these Bylaws and may adopt additional Bylaws, provided that the proposed amendment or repeal of or the proposed addition to these bylaws shall have been set forth in the notice of such meeting. The substance of any change in these Bylaws adopted by the Board of Governors shall be set forth in the notice of the meeting of the corporation next following the adoption thereof.

XVIII. Indemnity and Insurance

Indemnification. The corporation shall indemnify and hold harmless officers and members of the Board of Governors against any and all judgments and expenses, including reasonable attorneys’ fees and court costs actually and necessarily incurred in connection with the defense of any action, suit or proceeding to which any member of the Board of Governors or any officer being or having been a member or officer, except in relation to matters as to which such member or officer shall be adjudged in such action not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation. Costs and expenses incurred with respect to any claim, action, suit or proceeding of the kind or character referred to in this section, actual or threatened, may be advanced by the corporation prior to the final disposition of such claim, action, suit or proceeding. The indemnity herein provided for shall not be deemed to be exclusive of any other right or rights to which a member or officer may be entitled under any agreement, any policy or insurance coverage, or any present or future law, or otherwise.

Insurance. The Board of Governors may cause the corporation to procure and maintain insurance in such amounts and in such form as the Board of Governors may deem necessary or desirable in order to indemnify the corporation and its members and officers against any expense, cost or liability of the kind or nature referred to in Section 1 of this Article.

XIX. Non-Discrimination

This corporation does not discriminate on the basis of race, color, handicap, religion, sex, national origin, or age in its membership or employment policies and practices and in the administration and operation of its facilities and activities.