Constitution and By-Laws

of the Shoreham Country Club

As amended 1994

Constitution (as amended September 8, 1994)

  1. Name
  2. Objects
  3. Membership
  4. Officers
  5. Election of Officers
  6. Duties and Powers of Officers
  7. Powers of the Board of Directors
  8. Meetings of the Club
  9. Corporate Seal
  10. Amendments to the Constitution

By-Laws (as amended November 1, 1994)

  1. Membership, Initiation, Fees and Dues

  2. Meetings, etc., Board of Directors

  3. Committees

  4. Subsidiary Organizations

  5. Amendments or Changes to the By-Laws

Constitution Of Shoreham Country Club, Inc.

(As amended to September 8, 1994)

  1. Name

    This Club shall be known as Shoreham Country Club, Inc.

  2. Objects

    1. The objects of the Club are the promotion of social intercourse of the members, and of the families of its members, and to provide therefore suitable recreation and entertainment, and particularly to encourage a friendly community spirit, and to provide for the establishment and maintenance of a place or places for social meeting and recreation.

  3. Membership

    1. There shall be two classes of membership: governing members and regular members. Additional classes of membership may be authorized by resolution of the Board of Directors. The governing members shall be those persons who shall be designated as governing members by the Board of Directors at the special meeting of the Club held on Feb. 13, 1971. Persons designated and declared to be governing members at the special meeting held on Feb. 13, 1971 shall be deemed conclusively to be governing members from the date of such meeting subject to their loss of such status as may otherwise be provided.

    2. After Feb.13, 1971, persons may become a governing member only if

      1. he is invited to become one by the Board of Directors,

      2. he has been a regular member in good standing or a resident member of family entitled to the privileges of the Club for three years, and

      3. he has paid a governing membership fee of two hundred ($200) dollars or such greater amount as may be fixed from time to time by the Board of Directors.

    3. Subject to the approval of the Board of Directors, a governing member may elect to equally share the voting rights and other privileges of a governing membership with his or her spouse by filing with the Club Secretary a signed and notarized declaration in a form designed by the Club.

    4. After the death of any person who was a governing member of the Club, the governing members present at the next annual meeting or the Board of Directors may confer upon the surviving spouse of such deceased member the status of a governing member upon such spouse's continuing as a member of the Club.

    5. Subject to the approval of the Board of Directors or the governing members, upon the death or resignation of a governing member whose membership is shared with his or her spouse pursuant to Article 3 Membership Section 3, the surviving or continuing member shall automatically acquire the full rights and privileges of the governing membership.

    6. The governing members shall have the sole right to vote at any meeting of members and shall be vested with all rights or title to or interest in any of the property of the Club or the assets thereof. A governing member may, upon occasion, designate a proxy duly authorized in writing to represent him at an annual or special meeting of the Club. The regular members shall be entitled to all privileges of the Club, except the right to vote and shall have no title to or interest in the property and assets of the Club.

    7. Any governing member who shall by reason of sickness, absence from the community or other reason communicated to the Board of Directors and approved by it, cease to be a member by failing to continue the payment of dues may, upon indication of desire to resume active membership within a period of not more than five years, and upon payment of the then current annual dues, be reinstated to governing membership by resolution of the Board of Directors and to all the rights and privileges thereof.

      Under any other conditions, a former member, governing or regular, desiring to again become a member will be considered as a candidate for membership and be subject to the same conditions with reference to initiation and membership as are then applicable to candidates who then apply for membership in the Club for the first time.

    8. The Board of Directors shall by By-Laws or resolution not inconsistent herewith, from time to time fix and determine the qualifications of all members, the dues payable by each and the privileges extended to members-of each class.

    9. The Board of Directors is authorized and empowered, subject to the restrictions herein contained, to pass By-Laws and from time to time alter, modify, repeal or suspend the same, regulating the admissions, voluntary withdrawals, suspension or expulsion of members of all classes.

  4. Officers

    1. The officers of this Club shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, eight (8) Directors and such additional officers as the Board of Directors may provide for or appoint. The offices of Secretary and Treasurer may be held by one person. The President, the Vice Presidents, the Secretary, and the Treasurer, together with the eight (8) Directors shall constitute the Board of Directors, in which shall be vested all government and management of the Club. Candidates for office or Director must have been members in good standing or resident members of the family entitled to the privileges of the Club for three years. Any candidate for President must be a governing member. A majority of the Board of Directors must be governing members.

  5. Election Of Officers

    1. The President, Vice Presidents, Secretary and Treasurer shall be elected annually, the eight (8) Directors shall be divided into two (2) classes, each class consisting of four (4) Directors to serve two years and the term of office of the older class shall expire immediately following the regular annual meeting of the members held in September, or when their successors shall be elected. Directors to replace the outgoing class and to fill vacancies in any of the offices, shall be elected at the annual meeting.

  6. Duties And Powers Of Officers

    1. The President shall preside at all meetings of the Club and of the Board of Directors and enforce all laws and regulations of the Club; he shall appoint all committees (except the Executive and Nominating Committees) who shall serve during the pleasure of the President, and he shall be an ex-officio member of all committees.

    2. In the absence of the President, the Vice Presidents in order shall perform his duties. The President will designate the order of the Vice Presidents for this purpose.

    3. The Secretary shall conduct all official correspondence of the Club, keep the records, and minutes of all meetings of the Club and Board of Directors, issue notices to members of meetings, and perform such other duties as may be assigned to him by the Constitution, by the By-Laws, or by the Board of Directors. The Secretary shall at all times maintain an accurate list of each class of members.

    4. The Treasurer shall keep the accounts of the Club, receive all money due, pay all bills approved by the President or Finance Committee, and preserve proper vouchers for all payments; he shall at all times, when required by the President, Finance Committee, or Board of Directors, make a statement of the financial condition of the Club. The Treasurer's accounts shall be audited annually by a professional accountant and shall be reported in full at the annual meeting of the Club. The expense of such shall be borne by the Club.

    5. All checks shall be signed by the Treasurer (or in his absence by an assistant Treasurer), and the President or the Chairman of the Finance Committee.

    6. Each officer shall within one week after the election of his successor, deliver to said successor all books, records and papers belonging to the office, taking a receipt therefor.

  7. Powers Of The Board Of Directors

    The Board of Directors shall have powers:

    1. To fill any vacancy among the annually elected officers of the Club, or among the members of the Board of Directors by a vote of the majority of those present at a regular meeting of the Board or at a special meeting called for the purpose, the person so appointed to hold office until the next annual meeting of the Club or until his successor is elected by the Club.

    2. To provide for the appointment of any and all committees which the Board may deem advisable and to confer upon such committees such powers as may seem expedient.

    3. To pass any and all by-laws which may be deemed by them useful, necessary or proper in furtherance of the interests of the Club and its members, such by-laws, however, not to conflict with the provisions of the Constitution.

  8. Meetings Of The Club

    1. The annual meeting of the Club for the election of officers and directors, and for the consideration of all such other business as may be brought before the meeting, shall be held on the first Saturday after the first Monday in September of each year at the Club House in the Village of Shoreham, at such hour as shall be fixed by the Board of Directors or in the notice of said meeting. At this meeting, the officers and committee chairman shall present detailed reports of all matters in their charge. At such meeting, at least one-half of the governing members of the Club shall be necessary to constitute a quorum. Written proxies of governing members may be counted for the purpose of forming a quorum. If no quorum be present at the annual meeting, the presiding officer may adjourn such meeting from time to time until a quorum shall be present.

    2. A special meeting of the Club shall be held whenever the Board of Directors deem necessary or whenever eight (8) governing members of the Club shall make to the President a written request for the same, and specify the object of the meeting; and no other business shall be transacted at that meeting. At such meeting, at least two-thirds (2/3) of the governing members of the Club shall be necessary to constitute a quorum. Written proxies of governing members may be counted for the purpose of forming a quorum. If no quorum be present at the special meeting, the presiding officer may adjourn such meeting from time to time until a quorum shall be obtained.

    3. Notice of every annual meeting shall be mailed to every member eight (8) days before the date of such meeting and notice of every adjourned meeting or special meeting shall be mailed to every member at least five (5) days before such meeting, except special meetings held subsequent to September 15th, and prior to June 15th, for which meetings at least ten (10) days notice shall be given.

  9. Corporate Seal

    1. The Corporate Seal of the Club shall be as voted from time to time by the Board of Directors.

  10. Amendments to the Constitution

    1. This Constitution may be amended by the approval of two-thirds (2/3) of the governing members of the Club, provided the proposed amendment shall have been mailed to every governing member, directed to the last address furnished by him, at least ten (10) days before the meeting at which the amendments are to be considered. At such meeting, any governing member may be represented by proxy duly authorized in writing, and may vote through such written proxy.

    By-Laws

    Shoreham Country Club, Inc.

    (As amended to November 1, 1994)

     Article l Membership, Initiation, Fees and Dues

    1. Eligibility

      Candidates eligible for membership shall be limited to the following:

      an owner or a tenant of a residence in the Village of Shoreham who

      1. has been such for a period of at least twelve months, or

      2. is recommended in writing for membership by a governing member who states that such candidate is either a close relative or has been well known to the member for a period of at least three years prior to the date of said letter or

      3. is recommended in writing by a majority of the Board of Directors.

    2. Initiation

      Candidates eligible for membership must apply for membership on the forms then being furnished by the Club for this purpose. A check for $50.00 must accompany the application. In addition, letters from at least two members, one of whom is a governing member, sponsoring the candidate for membership must also accompany the application. These letters shall describe the extent of the knowledge of the sponsor with reference to the candidate, the degree of previous contacts and the relationship, if any, between the parties. The application, check and sponsoring letters shall be delivered to the Chairman of the Membership Committee. The Membership Committee will present the name of the candidate and their report to the Executive Committee, or if their report is not unanimous, to the Board of Directors. The report shall be acted upon promptly. If approved, the Chairman of the Membership Committee shall then notify t he candidate e who shall immediately remit the balance of the Club dues, fees and taxes as currently required and shall, subsequent to such payment, then be considered a member.

      A candidate whose application for membership is not approved shall have the $50.00 promptly refunded. However, except when otherwise agreed to by the Board of Directors, a candidate approved for membership who does not pay the balance of the dues, fees and taxes described within thirty days after being notified that his application has been approved, will thereupon be deemed to have been disapproved as a candidate and the $50.00 deposit made with the application will not be refunded.

    3. Billing

      Members shall be billed for dues not later than March 30th. Such dues are payable not later than May 30th., or in the case of new members when their application for membership is approved. Dues and fees shall be determined from time to time by the Board of Directors. Any member who uses the provisions of Article III, Section 5 of the Constitution, must notify the Board of Directors in writing before May 30th, or he will be held liable for full dues payment.

    4. Initiation Fee

      An initiation fee of One hundred ($100.00) dollars, or such greater amount as may be from time to time fixed by the Board of Directors, will be assessed of each new member. Upon application to the Finance Committee, this fee may be paid in three annual installments.

    5. Residents Reaching 21

      Resident members of member families upon reaching the age of 21 years, or upon becoming married, shall be deemed members with the same member classification of that of their parent member.

    6. Membership Entitlements

      Membership shall entitle the member, resident members of the family and guests to the privileges of the Club, subject to the provisions of the Constitution, these By-Laws and such rules now in force or hereinafter adopted. Regular members shall have no right to vote at any meeting of the Club and shall have no title to or interest in the property and assets of the Club.

    7. Courtesy Membership

      An individual who either

      1. has been an owner or tenant of a residence in the Village of Shoreham for less than twelve months and who otherwise is not eligible for membership or

      2. who will be an occupant of a residence in the Village of Shoreham for only a portion of the season may receive a courtesy card entitling them to the privileges of the Club, if they are proposed and sponsored for this purpose to the Board of Directors by letters from two members, one of whom is a governing member of the Club. The letters shall describe the extent of the knowledge of the sponsor with reference to the applicant, the degree of previous contacts and the relationship, if any, between the parties. The individual desiring such a courtesy card shall submit a letter to the Chairman of the Membership Committee requesting issuance thereof, and will have forwarded with his letter a check for $50.00 and the two sponsoring letters. The Membership Committee will act promptly on this application and will notify the applicant immediately of the decision of the Committee. If this application is disapproved, the $50.00 will be refunded promptly. If the application is approved, the Chairman of the Membership Committee will notify the Treasurer who will bill the applicant for the balance of the courtesy dues payable, plus taxes. Upon payment thereof, the courtesy card will be issued. Courtesy dues will be at the rate of regular members' dues, and where they are to cover only a portion of the year, they shall be at a rate determined by the Executive Committee.

    8. Membership Classes

      The following sub-classes of membership and the qualification for each have been established by the Board of Directors.

      Governing Members.
      ClassQualification
      1 Family, with governing member, 28 years of age or older on July 1st.
      2Single governing member 28 years of age or older on July 1st.
      5Single governing member over the age of 65 years.
      emGoverning member emeritus as designated by the Board of Directors.
      Regular Members.
      ClassQualification
      3Family with one spouse the son or daughter of a governing member, and the member under the age of 28 years on July 1st.
      4Single member being the son or daughter of a governing member over the age of 21, and under 28 years on July 1st.
      lAFamily with regular member 28 years of age or older on July 1st.
      2ASingle regular members 28 years of age or older on July 1st.
      3AFamily with regular members under the age of 28 years on July 1st.
      4ASingle regular member over the age of 21 and under 28 years on July 1st.
      5ASingle regular member over the age of 65 years.
      jmJunior member, son or daughter of governing or regular member 16 years of age up to 21 years of age.

    9. Governing Membership Dues

      Governing membership dues shall be fixed at an amount twenty percent (20%) less, or such lesser amount as may be from time to time fixed by the Board of Directors, than that of the regular membership dues for each class or classes.

    10. Indebtedness

      The failure of any member to pay any indebtedness to the Club within thirty days after the same shall become due shall cause such delinquent to be notified of his arrears and shall make such member liable to suspension and posting of name in Club House for nonpayment.

    Article II Meetings, etc., Board of Directors

    1. Annual Regular Meeting

      A regular meeting of the Board of Directors shall be held at the place of and immediately following the annual meeting of the members at which shall have been elected the officers for the ensuing year. No special notice of such regular meeting need be given. At this meeting, the newly elected officers and directors shall assume office.

    2. Special Meetings

      Special meetings of the Board of Directors shall be held from time to time on the call of the President, or at the instance of any five members of the Board of Directors. Notice of a special meeting of the Board of Directors shall be mailed to each of the members of the Board of Directors two days in advance of the meeting, except that no written notice shall be required in the case of a meeting at Shoreham attended by at least two-thirds of all of the members, provided that there shall be at least one hour's notification in person or to the residence of all members in Shoreham at the time and provided further that at least a majority of the members of the whole Board shall vote in favor of any action authorized or approved at such meeting.

    3. Quorum

      At all meetings of the Board of Directors a majority of the whole Board shall be necessary to constitute a quorum; in the absence of a quorum, the members present can adjourn from day to day or to a future day, but no official business requiring action of the Board can be transacted until a quorum is secured.

    Article III Committees

    1. Executive Committee

      There shall be an Executive Committee consisting of five members who shall be elected by the Board of Directors from its own membership. This committee shall have full supervisory charge of the Club's affairs and act for and on behalf of the Club in all matters between meetings of the Board of Directors and shall perform such other duties as may by provision of these By-Laws be conferred upon it or which may be hereafter conferred upon it by resolution of the Board of Directors. Action taken by the Executive Committee shall be mailed out to each member of the Board of Directors within five days.

    2. Nominating Committee

      There shall be a Nominating Committee consisting of five governing members of the Club to be designated by the Board of Directors. The Nominating Committee shall at least ten days before the annual election, post a copy of it nomination for all offices to be filled at such election on the bulletin board of the club.

      Any five governing members may nominate eligible nominees as candidates for any one or more offices to be voted upon at the next annual election provided they submit the name of such candidate to the Secretary at least ten days prior to the date of such annual election. In such case, the Secretary shall post the names of such candidates immediately on the bulletin board of the Club.

    3. Other Committees

      There shall be appointed by the President, as provided in the Constitution, the following committees, each to consist of at least the number of persons set after the respective names of such committees (exclusive of the President as an ex-officio member of same), and any other committee which the Board of Directors may deem advisable. No committee shall incur any financial obligation beyond the amount which may from time to time be appropriated and made available for its use by the Board of Directors, nor shall any committee make any charge to the members for services rendered or goods sold, unless approval is granted by the Executive Committee or the Board of Directors.

      Athletics & Outdoor Sports 2
      Beach, Building & Grounds 2
      Dancing Class 2
      Entertainment 2
      Finance 3
      Historical Committee 2
      House 2
      Junior Activities 2
      Membership 5
      Rules 2
      Shoreham Item 2
      Song Service 1
      Village Liaison 2

    4. Athletics and Outdoor Sports

      The committee on Athletics and Outdoor Sports shall arrange for suitable athletic contests and outdoor sports and games, and shall take charge of same and endeavor to maintain the interest of the community in such sports, games and contests.

    5. Beach, Building and Grounds

      The Beach, Building and Grounds committee shall oversee the facilities of any Club leased, rented or owned property to insure that the interest of the Club's membership is represented.

    6. Dancing Class Committee

      The Dancing Class Committee shall organize and operate an instructional dancing program for the children of members, or members themselves.

    7. Entertainment Committee

      The Entertainment Committee shall make provisions for suitable entertainment for adult members of the Club from time to time during the year. The Entertainment Committee shall appoint and from time to time abolish or re-constitute subcommittees for special entertainment or for particular classes of entertainment.

    8. Finance Committee

      The Finance Committee shall consist of the Treasurer and two other members appointed by the President. Such committee shall have supervision of the finances of the Club, shall prepare and submit to the Board of Directors in advance of each fiscal year a budget of the estimated expenditures for such fiscal year, together with a statement of the funds on hand available therefor and its recommendation as to the funds to be raised by current dues or otherwise, and shall audit and approve all bills before payment thereof. The annual audited report shall be mailed to each governing member not later than three months after the end of each fiscal year. The Treasurer shall not be the Chairman of the Committee.

    9. Historical Committee

      The Historical Committee shall have collect and disseminate historical information concerning the Club and the Shoreham Village.

    10. House Committee

      The House Committee shall have general supervision of the buildings and furnishings which may be owned or leased by the Club.

    11. Junior Activities Committee

      The Junior Activities Committee shall make provision for suitable entertainment for the Junior members, and shall have full supervisory authority over all organized Junior activities sponsored by the Club.

    12. Committee on Rules

      The Committee on Rules shall have full power to establish rules, to hear complaints and to take summary action against members and others for infraction of rules and other matters deemed detrimental to the interests of the Club. Such committee shall have the power to suspend the privileges of the Club to any person. Any member feeling aggrieved by the action of such Committee shall have the right to appeal to the Board of Directors which shall convene within ten days after receipt of such appeal to the Chairman thereof and the matter shall be reopened and such member heard and after due consideration of the facts and circumstances involved, the Board of Directors shall have authority to affirm, reverse or notify the action of the Committee on Rules, and the action taken by the majority of the Board of Directors in regard thereto shall be final.

    13. Shoreham Item Committee

      The Shoreham Item Committee shall have the general supervision over the Club's official newspaper.

    14. Committee on Song Service

      The Committee on Song Service shall have charge of the organization and operation of the weekly communal Hymnal singing.

    15. Village Liaison Committee

      The Village Liaison Committee shall be charged to see that the Club's interests are represented in all matters that come before the Village Board of Trustees which would affect the operation of Club affairs.

    Article IV Subsidiary Organizations

    (Shoreham Rod & Gun Club, Shoreham Garden Club, Shoreham Boat Club, etc.)

    1. Subsidiary Organizations

      Any subsidiary organization of the Shoreham Country Club must have on file with the parent body, a copy of the Constitution and By-Laws and, that prior to the organization of the subsidiary, approval of the Board of Directors of the Shoreham Country Club must be received for such Constitution and By-Laws.

    2. Membership

      Membership of any subsidiary organization of the Shoreham Country Club is limited to bona-fide members of the Shoreham Country Club.

    3. Rules for Guests of Members

      Rules for guests of members of any subsidiary organization of the Shoreham Country Club shall be strictly in accordance with the guest rules -of the Shoreham Country Club.

    4. Annual Report

      An annual report of the activities of the subsidiary organization must be presented in writing before or during the annual meeting of the Shoreham Country Club by the Executive officer of the subsidiary.

    5. Section 5 Official Representatives

      Any official representative of all subsidiary organizations may be invited to attend all regular meetings of the Board of Directors of the Shoreham Country Club.

    Article V Amendments or Changes to the By-Laws

    These By-Laws may be amended, revised or repealed in whole or in part by a majority of the Board of Directors at any meeting of the Board.

    Amendments To By-Laws / Constitution

    1978 Constitution III Sect. 2

      Governing membership fee shall be fixed at three hundred dollars ($300.) Ref. page 2

    1990 By-Laws Sect. 4

      Initiation fee of two hundred dollars ($200) for new members.

      Initiation fee of one hundred dollars ($100) for returning members.

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