By-laws of the Centennial Pines Club
ARTICLE I
Name
Section 1. The name of the organization shall be CENTENNIAL PINES CLUB.
Section 2. CENTENNIAL PINES CLUB will be referred to in these By-laws as “The Club”.
ARTICLE II
Purpose
Section 1. The purpose for which The Club is formed is as follows:
To cooperate with the Centennial Land and Development Corporation (hereinafter “the Company”) in the development of the property and area known as Centennial Lake, Medford Township, Burlington County, New Jersey, and the care and maintenance of any roads, parks, dams, beaches, water, lakes, streams docks, piers pavilions, club houses, buildings, and any other structures in or about the lake property of the Centennial Land and Development Corporation made available for local community use to direct recreation and sports activities of any nature and kind within the bounds of the Centennial Lake Property; to supervise the use of any and all community and semi-community property leading to or located in, through, about or around the Centennial Lake tract of land; to formulate rules and regulations for the use of Centennial Lake and any community property; to perpetuate the character standard and tone of the community known as Centennial Lake; to advocate, promote and support an adequate system of administration, fire protection, policing and other facilities for safety, protection and best interest of the lake property and grounds and the properties of members of The Club.
Section 2. All members shall be deemed to have agreed to uphold the By-Laws, rules, regulations and agreements of The Club and to waive claim against The Club, or any of its Officers, Directors, Committee members or employees as individuals or as a group, for any act or neglect to act in connection with the business or activities of The Club or the development known as Centennial Lakes.
ARTICLE III
Membership
- Any person or persons who hold title to property or reside as tenants on property within the boundaries of the Centennial Lake Development as defined in the Memorandum of Agreement dated the first day of June 1957 between the Centennial Lake Company (now the Company) and the Centennial Pines Club as it may be Amended from time to time, shall be members of the Centennial Pines Club and shall be bound by the By-Laws and rules and regulations of the Centennial Pines Club. Upon payment of all annual dues and assessments of the Centennial Pines Club, a member shall be considered a member in good standing.
- The rights and privilege, of members in the Centennial Pines Club including the right to speak and vote at meetings of The Club and to hold office in the Centennial Pines Club shell be limited to members in good standing. The right to use the lake known as Centennial Lake or any of the community facilities owned by or made available to The Club shall be limited to members in good standing and members of their immediate families and their house guests.
- Membership in The Club shall be a personal privilege and shall not be transferable. Membership in The Club will terminate automatically when the member ceases to be the owner of land within the Centennial Lake Development and/or tenant thereof.
ARTICLE IV
Board of Directors
Section 1. The Board of Directors shall consist of nine members in good standing (three to be elected annually and to serve for a three-year term) together with the two immediate past Presidents, making a total membership of the Board of Directors eleven in number. (At the Annual Meeting in 1956, three Directors were elected for a term of one year, three Directors were elected for a term of two years, and three Directors were elected for a term of three years. Thereafter, three Directors have been and shall be elected annually for a term of three years.)
Section 2. In case of vacancy due to death, resignation, incapacity or refusal to serve or failure to attend four consecutive meetings of the Board by any Director, the remaining Directors shall have the power to declare a vacancy and to fill the same for the unexpired term of such Director.
Section 3. The Board of Directors shall convene stated monthly meetings and its organization meeting shall convene forthwith after the Annual Membership Meeting, at which organization meeting the Board of Directors shall elect the Officers of The Club for the ensuing year.
Section 4. The Board of Directors shall have full power and authority to transact any and all business of The Club and shall have managerial control of The Club’s property. The Board of Directors shall promulgate and adopt, subject to the approval of the Company, a Code of Rules and Regulations, together with appropriate revisions and amendments thereto made from time to time respecting The Club and the community facilities made available to The Club Members and the general welfare of the area in maintaining the character standards and tone of the Centennial Lakes community, and carrying out the objectives for which The Club was caused to bb organized by the Centennial Lake Company.
ARTICLE V
Officers
Section 1. The Officers of The Club shall consist of a President, Vice President, Secretary and Treasurer, and in the discretion of the Board, an Assistant Secretary and an Assistant Treasurer, who shall take office on the first day of January following their election and shall hold office for one year or until their successors be chosen and qualify. The President end Vice President shall be elected from the members of the Board of Directors but may not serve in the same office for more than two consecutive years. The offices of Secretary and Treasurer may be combined and such office holder need not be elected from the members of the Board of Directors, and may succeed in office indefinitely.
Section 2. In case of vacancy of any office, due to death, resignation, incapacity or refusal of any Officer to serve or failure to attend four consecutive meetings of the board of Directors, the Board of Directors shall have the power to declare a vacancy and to fill the same for the unexpired tine of such officer.
Section 3. The President shall exercise the duties usually devolving upon the office, shall be an ex-officio member of all committees shill preside at all meetings, shell appoint the members of the Standing Committees except the Nominating Committee, and shall appoint the members of any special committees as may be necessary or advisable from time to time.
Section 4. The Vice President shall act during the absence or disability of the president.
Section 5. The Secretary shall keep the minutes of all meetings of the members and the Board of Directors and shall send transcripts thereof to the Secretary of the Company and the President of the Centennial Pines Club, shall keep a membership list and the Corporate Seal. , shall take care of all correspondence, shall send notices of meetings, shall attend all meetings of the Board of Directors and Umbers, and shall act as Clerk thereof.
Section 6. The Treasurer shall have custody of all funds of the Club and shall disburse same only upon vouchers signed by the President and the Secretary, shall keep a list of all members, shall send out bills for dues when and as the same shall become due and payable, shall collect the dues for the organization and shall report to the Board of Directory all members whose dues are more than thirty days in arrears, and shall attend all meetings of the Board of Directors and Members. The Treasurer shall furnish a bond in such amount with or without security as shall be approved by the Board of Directors, the cost thereof, If any, to be paid for by the Club.
Section 7. Neither the President nor Vice president, nor any of the Directors shall draw a salary or any other compensation whatsoever. Employees of The Club may be employed by the Board of Directors and skill be entitled to compensation when and as directed by the Board of Directors.
ARTICLE VI
Committees
Section 1. The Standing Committees shall consist of: Nominating Committee, Rules and Property Committee, Membership Committee, Public Relations Committee and Social Committee.
(a) Nominating Committee shall consist of three (3) members in good standing to be selected by the Board of Directors at least one month prior to the Annual Meeting of the Membership, and this Committee shall present, at said Annual Meeting its nominations for the positions of three members to the Board of Directors. Nominations for said positions may also be made, from the floor at said Annual Mooting providing, however, that notice of intention to make such nomination. supported by a petition aligned by at least six members of Thu Club in good standing, is filed with the Secretary of The Club at least two weeks in advance of the Membership meeting.
(b) Rules and Property Committee shall consist of five members In good standing appointed by the President, and the duties of and procedure to be followed by this Committee, shall be defined by the Code of Rules and Regulations, together with appropriate revisions and amendments thereto made from time to time, adapted by The Club.
(c) The Membership Committee shall consist of three members in good standing appointed by the President and the duties of the Committee shall he to maintain an accurate up to date list of members as defined In Article III and report the same to the Board including any changes as they occur.
(d) Public Relations Committee shall consist of three members in good standing appointed by the President, and the duties of this Committee shall be to promote general public good will and relations in particular within the Centennial Lake area and the surrounding communities, and to keep The Club members informed with respect to community activities in which the members should have an interest.
(e) Social Committee shall consist of five members in good standing appointed by the President, and the duties of this’ Committee will be to promote and supervise the social activities on a community basis.
Section 2. All Standing Committees which are appointed by the President shall be appointed within thirty days following the Annual Meeting.
Section 3. Any Standing Committee appointed by the President may be augmented by the President when the need arises
ARTICLE VII
Meetings and Notices
Section 1. The Annual Meeting of the members of The Club shall be held on the first Friday of December in each year or on such other day within the first two weeks of December, and at such time and place as shall be determined by the Board of Directors, and at least ten days written notice in advance shall be given to all members as to the time and place of such Annual Meeting.
Section 2. The Board of Directors shall convene stated monthly meetings in accordance with Article IV, Section 3 of these By-Laws.
Section 3. Special Meetings of the members of The Club may be called at any time by the Board of Directors when in its opinion the interest of The Club may require such action; or the President shall call a Special Meeting of the members within thirty days after receipt of a written request thereof, stating the purpose for which the meeting is to be held, signed by at least twenty-five percent of the Members in good standing.
Section 4. Special Meetings of the Board of Directors may be called by the President on three day’s notice which said notice may be waived provided all Directors are present or have signed a waiver of notice. The written consent of all Directors to any proposition shall be equivalent to a Resolution of the Board of Directors at a regularly called meeting.
Section 5. To constitute a quorum there shall be in attendance at least one-third (1/3) of the members in good standing at a duly called membership meeting and at least fifty percent (50%) of the total Board membership at a meeting of the Board of Directors. Where less than a quorum is present, the meeting shall be adjourned by those present until such time or place as may be directed.
Section 6. In the conduct of all meetings, in case of dispute or procedural disagreements at meetings of either the members or the Beard of Directors, Roberts’ Rules of Order shall prevail.
Section 7. Notice of the Annual Meeting of the members of The Club shall be given in writing at least ten days in advance thereof. Notice of all Special Meetings of the members of The Club shall be given in writing at least ten days in advance thereof. Notice of all Special Meetings of the Board of Directors shall be given in writing at least three days in advance thereof. The purpose of all Special Meetings of The Club or Board of Directors shall be stated in such notice. All notices of any and all meetings of The Club and the Board of Directors shall be addressed in the last known post office address of such member, Officer or Director.
Section 8. The Board may submit to the membership a ballot by mail for any matter to be voted upon by the membership. Only Members in good standing thirty (30) days prior to any meeting at which voting is to occur shall be entitled to vote. No ballot by mail shall be valid or tabulated unless the ballot has been signed by the Member. In order to conduct a ballot by mail, the Board shall send a notice to all Members which shall provide an official ballot for the purposes of the meeting and shall state the date by which the ballot must e received in order to be counted.
ARTICLE VIII
Privileges and Facilities
Section1. Each member in good standing shall be entitled to one vote. Husband and wife shall be counted as a single member for voting purposes.
Section 2. Property of The Club and any and all community facilities owned or mode available to The Club and within its supervision and administration shall be available only to members in good standing and their immediate family and house guests. All rights and privileges and facilities shall be subject to these By-Laws, Code of Rules and Regulations and Agreements adopted by The Club pursuant thereto.
Section 3. Badges, cards, or other membership identification evidence shall be issued to all members, which shall be subject to revocation at any time for non-compliance with these By-Laws or the Code of Rules and Regulations adopted by The Club.
ARTICLE IX
Dues
Section 1. The annual dues of the members of The Club shall be fixed from time to time by a majority vote of the members in good standing at any meeting, subject to the approval of the Centennial Land and Development Corporation, provided that notice of intention to consider the matter of fixing dues shall be stated in the call of the meeting including the annual meeting. It will be unnecessary to obtain the approval of the Centennial Lend and Development Corporation where the annual dues are equal to or less than 110% of the annual dues of the immediately preceding year.
Section 2. Dues shall be for the calendar year, assessed January 1st, and payable no later than March 1st of that year. As to new members joining throughout the year, the dues shall be prorated according to the date a member purchases property.
Section 3. As of the date of these by-laws assessments against members for dues for years prior to 1985 shall be removed and forgiven.
ARTICLE X
Miscellaneous
Section 1. The Club, from time to time, shall enter into such agreement or agreements as it may deem appropriate with the Company respecting rights, privileges, limitation on resale, and such other matters as may be deemed of mutual benefit and importance to The Club and the Company. Any such agreements unanimously adopted by the Directors at a duly convened meeting of the Board of Directors or by a majority of the members in good standing at a duly convened membership meeting, shall be binding and effective upon all members of The Club.
Section 2. Any action of The Club which may affect the policies interest of the Company shall be decided upon only after joint discussion.
Section 3. These By-Laws and all changes, alterations, amendments, additions and revisions thereof shall be subject to the written approval of the Centennial Land end Development Corporation.
Section 4. Any and all disputes between The Club and Centennial Land and Development Corporation shall be resolved pursuant to the terms of the Settlement Agreement, Amended Memorandum of Agreement and Amended Covenants and Restrictions, to each of which these By-Lays are subject and by each of which these By-Laws are controlled.
Section 5. No restriction, condition, obligation, or covenant contained in these By-Laws shall be deemed to have been abrogated or waived by reason of the failure to enforce same irrespective of the number of violations or breaches thereof, which may occur.
ARTICLE XI
Amendments
Section 1. These by-laws may be amended, and revised or repealed at a properly called Annual or Special Meeting of The Club, provided the proposed amendment, alterations, revisions or proposed repeal of any provisions of these By-laws shall first be approved by the Board of Directors and the Centennial Land and Development Corporation and submitted in writing to the membership. If such proposal be disapproved by the Board of Directors but approved by Centennial Land and Development Corporation, it may be placed before the members at the Annual Meeting of The Club, provided at least twenty-five percent of the members in good standing shall have filed a written request therefore with the President at least thirty days before said Annual Meeting. Notice of the meeting in either of the foregoing methods shall state the proposal to be considered. All proposals will become effective immediately upon approval as specified in this Article.
Approved by Centennial Land and Development Corporation
Dated 1/6/56
Articles XI Section 1, Amended
Article IV Section 5. Article VII Section 8. Article X Section 5. Added
Dated 2/19/08
Bylaw amendment passed
Dated 3/24/09