BY-LAWS OF THE WOODRIDGE SWIM CLUB 

LITITZ, PA 

*Voted on and accepted at membership meeting on January 30, 2025 at 7:30pm.

Article I 

The name of the corporation shall be The Woodridge Swim Club (hereinafter, the “Club”). 

Article II – Object 

The purpose for which this Club is formed is to promote the health and general welfare of its members and in pursuance thereof to construct, own and operate a swimming pool and other recreational facilities, together in the conduct of its activities, in the County of Lancaster and Commonwealth of Pennsylvania for the exclusive use of its members and their families. The Club shall be a non-profit corporation. 

Article III – Government 

Section 1: Governing Body 

The Club shall be managed by a Board of Governors, fifteen in number. 

Section 2: Election

Prior to the Annual Meeting of Active Members of the Club, five Governors shall be elected from among the Active Members for a term of three years and until their successors have been chosen. The Vice-President Administration shall oversee the nomination and election process (see Article IX – Nominations & Elections, Section 1 Nominating Board of Governor Members) 

Section 3: Disqualification

Any Owner-Member of the Board of Governors who shall cease to hold Active Membership in the Club automatically shall cease to be member of the Board of Governors. 

Section 4: Active Owner-Member 

The term “Active Owner-Member” shall mean the holder(s) of a primary membership and a fully paid Ownership Certificate under Article VII, Section 2, Subsection a. who is current with all applicable membership dues and fees, and has not resigned, been suspended, placed on hold or expelled. 

If any Membership is comprised of two adults (and any number of children), the vote for such Membership shall be cast as such adults shall decide amongst themselves and the vote may be exercised by any one of them, unless any objection or protest by any other of them is made prior to the completion of a vote, in which case the vote for such Membership shall be cast as an abstention. In no event, however, shall more than one vote be cast with respect to any Membership. 

Article IV – Board of Governors 

Section 1: Powers 

Consistent with these By-Laws, the Board of Governors shall; 

a) Transact all Club business and make and amend rules for the regulation of the use of Club property, including but not limited to rules regarding secondary memberships. It may appoint and remove such offers, clerks, agents, servants or employees as it deems necessary and may fix their duties and compensations.

b) Fix, impose and remit penalties for violations of these By-Laws and Rules of the Club.

c) Elect from the Board of Governors a President, a Vice President Administrative, a Vice President Pool and Grounds, a Secretary and a Treasurer. 

d) If necessary, create the offices of Assistant Secretary and Assistant Treasurer and appoint one or more persons, who need not be Active Members of the club to such offices.

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

f) Fill any vacancy in the membership of the Board of Governors to serve until the next annual meeting of Active Owner-Members.

g) Exercise all rights and powers conferred on nonprofit corporations under the laws of the Commonwealth of Pennsylvania, or which may hereafter be conferred.

Section 2: Banking Relationship 

The Board of Governors shall designate the bank or banks in which the funds of the Club shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of funds of the Club shall be executed. However, the Board of Governors shall always require that at least two officers approve all such checks, drafts, or other instruments for the payment of money drawn in the name of the Club for a value exceeding $1,500. 

Section 3: Meetings

a) The Board of Governors shall meet at least once a month during the months of March, April, May, June, July, August and September and at such other times and intervals as they may deem necessary.

b) A simple majority of members of the Board then in office shall constitute a For example, if the Board of Governors has four vacancies, then six (6) members of the Board shall constitute a quorum.

Section 4: Deadlock

In the event a question before the Board of Governors results in a tie vote which cannot be resolved after reconsideration at a subsequent meeting of the Board, the question shall then be submitted to the Active Members for decision. 

Section 5: Borrowing Authority 

Nothing in these By-Laws shall be construed to permit the Board of Governors to borrow or pledge the credit of the Club (in an amount greater than $10,000) without the specific approval of the Active Owner-Members at a duly held meeting. 

Section 6: Removal 

Any member of the Board of Governors may be removed from office by a two-thirds (2/3) vote of the Active Owner-Members present in person or represented by proxy at either an Annual Meeting or a special Meeting called in accordance with these By-Laws. 

Section 7: Vacancies 

In the event of a vacancy in the membership of the Board of Governors to serve the unexpired term of a resigning Board member, any member of the Board of Governors may nominate an Active Member of the Club to fill the vacancy. Upon two-thirds (2/3) vote of approval from the entire Board, the interim Board member will fill the unexpired term of the member being replaced. 

Article V – Officers 

Section 1: Officers 

The officers of this Club shall be a President, Vice President Administrative, Vice President Pool and Grounds, a Secretary and a Treasurer, and, if deemed necessary by the Board of Governors, an Assistant Secretary and an Assistant Treasurer. The President, Vice Presidents, Secretary and Treasurer shall be elected annually by the Board of Governors from among its members and shall hold office until the election and qualification of their successor. The Board of Governors shall endeavor to elect officers at the first meeting of the Board of Governors following the annual meeting of the Club. The Treasurer and Assistant Treasurer shall be bonded. 

Section 2: President 

The President shall preside at the meetings of the Club and of the Board of Governors. They shall be the administrative officer of the Club. They shall appoint, subject to confirmation by the Board of Governors, all standing committees, designating the Chairperson thereof, and all special committees as may be directed. They shall be ex-officio, a member of all committees. 

Section 3: Vice President – Administrative 

The Vice President Administrative, in the absence or disability of the President, shall act in their stead. They shall, under the direction of the President, attend to the business and financial operations of the Club. They will oversee the annual nomination and election process for new Board of Governors members. They shall be ex-officio, a member of all committees. 

Section 4: Vice President – Pool and Grounds 

The Vice President Pool and Grounds, in the absence or disability of the President and Vice President Administrative, shall act for the President. They shall, under the direction of the President, attend to the operation and maintenance of the physical plant and properties of the Club and shall be Chairperson of the Pool and Grounds committee.

Section 5: Secretary 

The Secretary shall send out the notices of the meetings of the Club and of the Board of Governors; keep the minutes and attend to the correspondence pertaining to their office. They shall perform such other duties pertaining to their office as may be asked of them by the Board of Governors. 

Section 6: Treasurer 

The Treasurer shall attend to keeping the accounts of the Club, having oversight on the collecting its revenues, and paying its bills as approved by the Board of Governors, or other agency authorized by the Board to incur them. They shall deposit funds of the Club received by the Treasurer, in the name of the Club in such depository as may be authorized by the Board. They shall perform such other duties pertaining to their office as may be asked of them by the Board. 

Section 7: Assistant Secretary and Assistant Treasurer 

The Assistant Secretary and the Assistant Treasurer shall be appointed by the Board of Governors and hold office at its pleasure. The Assistant Secretary and Assistant Treasurer shall perform such duties as may be assigned them by the Secretary, or Treasurer, respectively, or by the Board of Governors. 

Article VI – Memberships 

Section 1: Primary Membership Classifications 

The Club shall have the Primary Membership Classifications set forth in this Section 1 below. Primary Membership in this Club shall consist of the following classifications: 

a) Class IV Membership –Individual member (adult) + 3 or more immediate family members

b) Class III Membership – Individual member (adult) + 2 immediate family

c) Class II Membership – Individual member (adult) + 1 immediate family member

d) Class I Membership – Individual member (adult)

• • • In Class II, III, and IV the second member may be an adult or a dependent child. The third, fourth, etc. members can only be dependent children.
    • Each Class of membership must purchase an Ownership Certificate. Each Active Membership shall be deemed to have one Ownership Certificate. 
    • An adult is defined as any person 18 years of age or older, who is not a dependent child of a primary member. 
    • A child is defined as any dependent child of the primary member, who is under 18 years of age, or who maintains the residence of the primary member and is under 22 years of age. 
    • Subject to the rules and fees adopted by the Board of Governors, Active Owner-Members may include a single childcare provider under their membership. In addition to other rules established by the Board of Governors, the person listed as a childcare provider may only enter the pool grounds in the company of and while caring for a child on the membership. 

Section 2: Secondary Membership 

The Club shall have a Secondary Membership Classification that does not count as an Active Membership count identified in Article VI section 8 below. The holder of any Secondary Membership shall have no voting rights upon issues presented to the Active Owner-Members and shall have no distributive rights under Article VII, Section 4, below, and shall only be entitled to membership benefits specifically identified by the Board of Governors and as such and not required to purchase an Ownership Certificate. Membership Dues, if any, are determined by the Board of Governors on a Membership-by-Membership basis. Secondary Memberships are assigned annually, and benefits may not extend past the season granted. 

Section 3: Admission to Membership 

Applicants must complete all information requested by the Membership Committee and Purchase Ownership Certificate as well as pay the season’s Membership Dues. The Membership Committee shall monitor the Active Membership count and place new applicants on a waiting list pending confirmation that Active Memberships are available and does not exceed the Active Membership count identified in Article VI, Section 8 below.

Section 4: Withdrawal 

Any Owner Member of the Club may withdraw at any time subject to the provisions of Article VII and there shall be no refund of the current year’s dues, Ownership Certificate or any other fees. 

Section 5: Temporary Membership Hold 

On an annual basis the Board of Governors will determine if, and at what price, Temporary Membership Holds will be offered for Active Owner-Members for the upcoming season. 

If the Temporary Membership Hold is active and an Active Owner-Member’s hold request is approved by the Board of Governors and the member pays the Temporary Membership Hold price established by the Board, the member (a) will not be required to pay that season’s fee; (b) will retain their Ownership Certificate, and (c) the member shall have no privileges to use the Club facilities, serve on the Board of Governors, or vote on any matter before the Active Members during the period. 

In the event there is a wait-list to join the Active Membership of the Club in the following season, all Temporary Membership Holds will be given the right of first refusal over that of new Owner-Member applicants. A return to Active Member status occurs in the next season upon payment of that year’s annual Membership Dues. A Membership may not be placed in Temporary Hold Status for more than three consecutive years. 

Temporary Hold Memberships are not included in the Active Membership count. 

Section 6: Suspension and Expulsion 

Any listed Owner-Member or member listed on their account, of any class may, for cause and after having been given an opportunity for a hearing, be suspended for a period of not exceeding three months by a two-thirds (2/3) vote of the members of the Board of Governors present at any meeting thereof, or expelled by a three-fourth (3/4) vote of the entirety of the Board of Governors. Cause for suspension or expulsion shall, in general, consist of violation of these By-Laws or of unresolvable outcome of the Owner Members’ violation of rules of the Club. An expelled Owner Member is listed on an Ownership Certificate that Ownership Certificate becomes invalid. Other listed Adults on the expelled Owner Members account may petition the

Board of Governors to strike the expelled Owner Members’ name from the Ownership Certificate in order for the account to retain Active Member status. 

Any Officer of the Board of Governors, as well as a Board of Governors approved employee of the Club, may suspend pool privileges for any person listed on a Primary or Secondary Membership for the violation of Club Rules and Regulations, provided such suspension does not exceed fourteen (14) days. A written report of such suspension, containing the reasons therefore, shall be submitted to the President within twenty-four (24) hours. 

Section 7: Rights and Responsibilities 

a) All classes of members of the Club shall be accorded the facilities of the Club subject to the pool rules and regulations, which shall be posted at all times on a poolside facing Clubhouse wall and on Woodridge Swim Club’s website.

b) All Active Memberships upon successful and confirmed payment of annual membership dues for the upcoming season shall be marked as Active Memberships for the upcoming season.

c) The Board of Governors, at its discretion, may extend the usage privileges of the Club to any person or persons.

d) The Board of Governors shall, by rule, fix the terms and conditions upon which guests of members may use the facilities of the Club.

e) Any property of the Club broken or damaged negligently, willfully or maliciously, by a member or their guest, shall be promptly paid for by such No person shall take any article belonging to the Club.

f) The Club assumes no responsibility, and members or their guests can have no claim against the Club, for the property of members or any guest, which may be brought into or left in the Club buildings, or on the grounds.

g) No intoxicating liquor shall be sold on the Club grounds. Consumption of alcohol on the Club grounds shall generally be prohibited, unless specifically permitted by the Board of Governors by rule, policy, and/or specific approval. If permitted by the Board of Governors, any alcohol consumption must be in strict accordance with the rules, policies and/or conditions of approval established by the Board of Governors.

h) The Club assumes no responsibility, and members or their guests can have no claim against the Club, for any accident or injury to any person or their property.

Section 8: Number of Memberships 

The number of Active Primary Memberships within the Club shall be established at 400, but at the discretion of the Board of Governors, this number may be increased, not to exceed a limit of 425. 

Article VII – Dues and Fees 

Section 1: Annual Membership Dues 

a) The Annual Membership Dues for all corresponding Membership Classifications shall be determined by the Board of Governors annually and, along with other income, shall be sufficient to provide for the necessary running expenses of the Club and the proper maintenance and improvement of its property, future development or amortization of indebtedness.

b) No dues, nor part thereof, shall be refunded in the event that pool operations are required to be suspended for any period.

c) The Annual Membership dues each year shall be from May 1st until the following April 30th.

d) Any Owner-Member failing to pay Annual Membership dues by the date communicated by the Membership Committee and/or the Board of Governors, firstly, and if none, then by September 1st of the current season and has not requested and paid the price for Temporary Membership Hold will have their Membership vacated and will not be considered an Active Member. e) The Board of Governors may, in its discretion, establish a discount for early payment of annual membership dues.

Section 2: Ownership Certificate 

a) All classifications of Primary Memberships shall be required to purchase a non-refundable Ownership Certificate. The price for the Ownership Certificate shall be established by the Board of Governors annually.

b) The Board, in its discretion, may establish payment plans for the certificates with fees and charges the Board deems appropriate, provided that until such charges for the Ownership Certificate shall be paid in full, the member shall not be considered an Active Member, i.e. the member shall have no voting rights upon issues presented to the members and shall have no distributive rights under Section 4, below and will not be considered a part of the Active Primary Membership count mentioned in Article VI, Section 8 above.

c) The Board, in its discretion, may reinstate a lapsed Owner-Member’s status and Ownership Certificate upon petition of the former Owner-Member.

Section 3: Transfer and Cancellation 

a) Ownership Certificates shall not be transferable without the approval of the Board of Governors. The Board of Governors may establish a fee for the transfer of membership certificates.

b) Ownership Certificates shall become null and void upon the date that the holder thereof ceases to have paid Membership Dues or has been expelled as a member under Article VI Section 6 above.

Section 4: Dissolution and Distribution 

In the event of the dissolution of the Club, in any manner or for any cause, and in no other event, upon the effective date of dissolution of the Club, the Board of Governors shall utilize all financial holdings of the Club to pay for all of its just debts and obligations. 

Having all liens satisfied, the surplus from the sale of all Club properties shall be paid and distributed pro rata among the Active Owner-Members and any Owner-Members who have a Temporary Membership Hold. Under no circumstances shall the Board of Governors, officers or individual members of the Club be individually liable for the debts of the Club. 

Section 5: Responsibility 

Owner-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 Club shall have been extended, and for all charges and liabilities imposed upon or incurred by guests introduced by them by the dates established by The Board of Governors. 

Section 6: Taxes 

All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State and other Governmental bodies and agencies. 

Article VIII – Meetings of Members 

Section 1: Annual Meeting

a) The Annual Meeting of the Active Members of the Club shall be held during the season, but on or before the first Monday of September in each year.

b) The Annual Meeting shall be for the purpose of announcing newly elected Governors, presenting committee reports and for the transaction of such other business as may be indicated in the notice or may be brought before it.

Section 2: Special Meetings 

Special Meetings of the Club may be called by the Board of Governors. Also, upon the written request of 10% of all Active Members to the Secretary, stating the purpose therefore, a special meeting shall be called by the Secretary within 30 days. 

Section 3: Notice 

a) Notice of the Annual Meeting shall be added to daily pool announcements and posted notices at the pool entranceway at least five days prior thereto.

b) Special Meetings of the Club may be held on five days’ notice by last known email to all Active Members. The notice shall state the purposes for which the Special Meeting is called, and no other business shall be transacted thereat.

Section 4: Voting 

Only Active Members shall be entitled to vote at meetings of the Club. Any Active Member may be represented by proxy if not able to attend in person. Voting may be via voice provided that ten (10) members, including those represented by proxy, shall have the right to demand voting by ballot. 

Section 5: Quorum 

Twelve (12) Active Owner-Members (as defined in Article II, Section 4), present in person or virtual or by proxy, shall constitute a quorum at all Club meetings. 

Section 6: Meetings of Board of Governors 

a) The Board of Governors shall hold its first meeting following the Annual Meeting of the Active Members in each year as promptly as practicable.

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

c) Special Meetings of the Board of Governors may be called by the President, and shall be called by the Secretary upon the request of two members of the Board.

d) Meetings schedule shall be posted on a shared drive upon which all Board of Governors have access.

Article IX – Nominations & Elections Board of Governors Members 

Section 1: Nominations 

a) The Vice President Administration shall oversee the nominating process.

b) Four weeks prior to the Annual Meeting, announcements will be made at the pool requesting nominations from Active Owner-Members for 14 days.

c) Nominations may be received via email or via nomination forms available from the Pool Office.

d) Once nominees have confirmed their interest, a short biography and statement are to be collected and summarized into a voting form no later than 7 days after the closing of nominations.

Section 2: Elections 

a) A voting inquiry with a summary of nominees (see Article IX, Section 1 above) will be emailed to each Active Owner-Member (as defined in Article III, Section 4) as well as a voting form available at the Pool Office in the seven days prior to the Annual Meeting.

b) Voting will remain open for no longer than 5 days.

c) Upon conclusion of the voting period, votes will be tallied and all nominees notified before the Annual Meeting of the status.

d) Results will be announced at the Annual Meeting.

Section 3: Nominations from the Floor 

Nominations may be made from the floor at the Annual Meeting to fill vacancies whenever the nominating and election process described in Section 1 and Section 2 above does not generate the required number of candidates to fill the open Board of Governors positions. 

Article X – Committees 

Section 1: Standing Committees 

a) The standing committees shall be Pool and Grounds, Membership, Finance, Swim Team, Personnel, and Publicity.

b) The duties and powers assigned in these By-Laws to the standing committees shall be subject to the authority of the Board of Governors.

Section 2: Pools and Grounds 

The Pool and Grounds Committee shall exercise supervision over the Pool and Grounds; shall attend to the improvement and maintenance of the Pool, Building, Operating Equipment, and Grounds; shall have the power to suspend pool privileges for the violation of Club rules and regulations (if delegated by the Board of Governors). 

Section 3: Membership 

The Membership Committee shall exercise general supervision over the qualification, classification and standing of the members. 

Section 4: Finance Committee 

The Finance Committee shall prepare the annual budget for submission to and approval by the Board of Governors, and shall exercise general supervision over the financial transactions of the Club. 

Section 5: Swim Team 

The Swim Team Committee shall exercise supervision over the swimming team and all its functions. 

Section 6: Personnel Committee 

The Personnel Committee shall supervise the selection and hiring of all pool personnel, subject to approval of the Board of Governors, and shall, in conjunction with the Pool and Grounds Committee, supervise the conduct and actions of pool personnel. 

Section 7: Publicity 

The Publicity Committee shall attend to the publication of affairs of the Club which are of general interest. 

Article XI – Miscellaneous 

Section 1: Indemnification of Governors 

a) Each person who acts as a Governor or Officer of the Club shall be indemnified by the Club to the maximum extent permitted by law against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they are made a party by reason of their being or having been a Governor or Officer of the Club, except in relation to matters as to which they shall be adjusted in such action, suit or proceeding to be liable for gross negligence or willful misconduct, and except any sum paid for the Club in settlement of an action, suit or proceeding based on gross negligence or willful misconduct in the performance of their duties.

b) The right of indemnification provided herein shall insure to each Governor and Officer referred to in (a), whether or not they are such Governor or Officer at the time such costs or expenses are imposed or incurred, and in the event of their death shall extend to their legal representatives.

Section 2: Interpretation 

Any question as to the meaning for proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Governors, whose interpretation shall be deemed final and not subject to further inquiry. 

Section 3: Determination of Age 

Wherever mention is made to the age of members, it shall be the age attained as of January 1st of the current calendar year. 

Section 4 

Theses By-Laws may be amended by a two-thirds (2/3) vote of the Active Owner-Members (as defined in Article III, Section 4) present in person or represented by proxy, at any meeting (whether in-person or virtual) of the Club provided at least five days’ notice to each Active Owner-Member of such amendment by email to the last known email address.