Woodbridge Member Information Center

Bylaws: Article 7 – Board of Directors & Officers


7.0 The general management of the Club shall be vested in a Board of Directors consisting of 11 elected Proprietary Members or their spouses; provided however that a Proprietary Member and such Proprietary Member’s spouse cannot both concurrently serve on the Board. Directors must be Proprietary Members, or spouses of Proprietary Members, in good standing. The Directors shall elect from their number a President, Vice President, Secretary, and Treasurer. The Executive Committee shall consist of these officers and may include the immediate Past President. The Board shall meet at times and frequencies as it determines in its discretion, however, in no event shall it meet less than six (6) times per calendar year. The decisions of the Board shall be final in all matters, subject only to appeals to the Club Membership (unless otherwise provided in the Bylaws or Articles of Incorporation of the Club). At each meeting of the Board, the Board shall designate the date, time and location of the next regular Board meeting.

The Board shall have full power and authority to do any and all things that are proper to be done by the Club, except as otherwise provided herein or in the Articles of Incorporation. This power includes, but is not limited to, the authority to obligate the Club for any purpose whatsoever in an amount not to exceed 2/3 of the Working Capital as reflected in the balance sheet for the previous month. For the purposes of this provision, the term “Working Capital” shall mean at any given time all cash currently on hand or in Club bank accounts, plus the sum of all receivables then due and owing to the Club. Elected Officers and Board Members shall receive no remuneration for their official services.

7.01 The Board may adopt such rules and regulations for conduct of their meetings and the general management of the Club, as they deem proper. A quorum for the conduct of any business is 6 Board Members. The Board may authorize committees of the Club as may be helpful in the transaction of the business of the Club.

7.02 It shall be the duty of the President to preside at all meetings of the Board and Club Membership. The President shall, with the Secretary, sign all obligations, contracts, deeds, mortgages, promissory notes and other instruments, unless otherwise provided by the Board. The President, with the approval of the Board, shall designate from among the Members of the Board, Chairpersons for the various committees authorized by the Board. The Committee chairperson shall appoint the committee members subject to Board approval.

7.03 In the absence of the President, or if he is unable to perform, the Vice President shall perform his duties. In case of a vacancy in the Presidency, the Vice President shall perform the duties of the President until his successor has been appointed and designated by the Board as provided herein.

7.04 It shall be the duty of the Secretary to keep a record of the proceedings of the Club and, with the President, to sign all obligations, contracts, deeds, mortgages, promissory notes and other instruments, and to discharge such other duties as may be entrusted to him by the Board. In addition, the Secretary shall have such other duties and responsibilities as given him by the Board. The Secretary may delegate his record-keeping responsibilities to a recording secretary who, in the interests of continuity, may serve in that capacity without regard to the term limits imposed by 7.10.

7.05 The Treasurer shall receive the monies of the Club and shall be responsible for the keeping of all accounting records. Such accounts and financial records of the Club shall be subject to the inspection of the Board. In addition, the Treasurer shall have such other duties and responsibilities as given him by the Board. The Treasurer may delegate such of his responsibilities to the General Manager as the Board approves.

7.06 In the case of a vacancy in the office of the President, Vice President, Secretary, Treasurer, or a Member of the Board, the Board shall fill such vacancy by appointment. The appointment shall be for the period of time remaining on the vacated term. If any Member of the Board is absent from 3 consecutive Board meetings, the Board may remove him and declare a vacancy.

7.07 The Board may require that any one or more officers, Members of the Board or other Club employees be bonded in amounts determined by the Board. The Club shall pay the cost thereof.

7.08 The Annual Meeting of the Club Members shall be held at the Club during the fourth quarter of each calendar year at a time and place designated in the notice of such meeting. Sixty Members entitled to vote and in attendance, in person or by proxy, shall constitute a quorum. Each voting Member shall have voting rights as defined in Section 3.02. If a quorum is present, the affirmative vote of the majority of the Club Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Club, except as otherwise provided by law, by the Articles of Incorporation or by the Bylaws of the Club.

7.09 Special Member Meetings. Special meetings of Club Members may be called by the Board upon giving at least 15 days’ written notice to the Members, which notice shall specify the purpose of the meeting. Further, the Board shall call a Special Meeting of the Club Membership upon written request of at least 60 voting Members.

7.10 Election of Board Members. At each Annual Meeting of the Club Membership, there shall be elected 3 or 4 Board Members, so as to fill the expiring terms. Each Board member shall be elected for a three-year term. No Board Member who has served 2 consecutive three-year terms shall be eligible for re-election as a Board Member until after the expiration of 3 years from the termination of his most recent three-year term. Furthermore, in the event that a Proprietary Member and such Member’s spouse have each served an individual three-year term, consecutively, then neither the Proprietary Member nor the spouse shall be eligible for re-election as a Board Member until after expiration of 3 years from the most recent three-year term served by the last one to serve. No person, or two persons representing one Membership, shall be eligible to serve as a Board Member for more than 7 successive years. Immediately after the election of Directors at each Annual Meeting of the Club Membership, an organizational meeting of the new Board shall be called to elect from that body a President, Vice President, Secretary, and Treasurer to serve for a term of 1 year. The Officers and Board Members shall take office on January 1. However, if the Annual Meeting has not been held prior to January 1, they shall take office on the first day following their election.

The Nominating Committee. The Board shall each year elect a Nominating Committee to serve during the following year. The Committee shall be composed of 5 voting Members, which shall consist of: the then-current Board President, then-current Board Vice President, the immediate past Board President, an additional past Board President to be appointed by the then-current Board President, and a Member at large to be appointed by the then-current Board President. The Board shall announce the Nominating Committee Members and alternates to the voting Membership. The Nominating Committee shall elect its own Chairperson and Vice Chairperson from among its Members. The Nominating Committee shall prepare a list of nominees for the Board, which may be either Proprietary Members or spouses of Proprietary Members, subject to the other terms and restrictions set forth herein. Not less than 35 days prior to each Annual Meeting, the Nominating Committee shall make a written report to the voting Membership of its nominations by mailing a copy to each Club voting Member and by posting copies thereof on the Club bulletin board. Accompanying the report will be a listing of Board Members and Officers of the Club. The Nominating Committee shall nominate a number of nominees which is at least equal to the number of vacancies existing on the Board. So, for example, if in a given year there are three open vacancies existing on the Board, the Nominating Committee would nominate at least three candidates. No Member of the nominating committee shall be a candidate for Director. The ballot, in addition to nominees selected by the Nominating Committee, shall provide blank spaces for the write-in of names of persons for whom a Member may wish to vote. Any Proprietary Member or Proprietary Member spouse in good standing seeking to be a candidate for Director, may submit in writing, to the Nominating Committee their name, membership category, length of Club membership, committee participation, board experience, involvement in other organizations, and his intent to seek consideration by the Nominating Committee to be a candidate for Director.

On or before August 31, Club management shall provide notice to all Proprietary Members and Proprietary Member spouses in good standing, that if the Member or spouse wishes to be considered by the nominating committee that the Member or spouse must complete the above notice as required in the notice.

7.11 Notices. Unless otherwise provided herein, written notice of every meeting of the Club Membership, or the Board, stating the place, day and hour of the meeting, and if a Special Meeting the purposes thereof, shall be delivered to each voting Member or Board Member, as applicable, or deposited in the United States Mail addressed to each voting Member at the address shown by the books of the Club, with postage prepaid, not less than 3 (for Board meeting) or 5 (for Club Members’ meeting) nor more than 30 days before such meeting. A voting Member or Board Member, either before or after a meeting, may waive notice of any meeting, and such waiver shall be deemed the equivalent of giving notice. Attendance in person by a voting Member at a meeting shall constitute waiver of notice of the meeting, unless he attends for the express purpose of objecting to the notice.

7.12 Consent in Lieu of Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if written consent setting forth the action is signed by all Board Members and is filed with the Secretary. Such consent shall have the same effect as a unanimous vote at a meeting of the Board.

7.13 Dissent. Any Board Member present at a meeting of the Board shall be presumed to have assented to any action taken at such meeting unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to such action with the person acting as Secretary of the meeting at the meeting or immediately after the adjournment thereof. Such right to dissent shall not be available to a Board Member who voted in favor of such action.

7.14 General Manager. The General Manager shall manage the affairs, direct the work of the Club, and hire, supervise, evaluate, and discharge all other Club employees, subject to, and in accordance with, the direction of the Board. The President will exercise supervisory authority over the General Manager. The General Manager shall prepare budgets of expenses for approval of the designated committees, and shall be authorized to incur expenses in accordance with the approved budgets, or as directed by the Board. He shall attend all meetings of the Board and shall be an ex officio Member of all committees. He shall make reports of work and affairs of the Club to the President, Board and Membership Meetings, as requested by the President.

7.15 Indemnification. The Club shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by the Club) by reason of the fact that he is or was a Director, officer, employee or agent of the Club, against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if the Board determines that he was acting in the course and scope of his duties as a Director, office, employee or agent of the Club. The Board may authorize by vote of the majority of the full Board, the Club to purchase or maintain insurance on behalf of any person who is or was an officer, employee or agent of the Club.


Composition and Election of the Board – The Club is managed by a Board of Directors, made up of 11 Proprietary Members or their spouses, but not both from the same family at the same time. All Directors need to be in good standing with the Club. The Board elects a President, Vice President, Secretary, and Treasurer from among themselves. The Executive Committee is formed by these officers, potentially including the immediate Past President. The Board meets at least six times a year, with the power to decide on all Club matters, subject only to member appeals.

Authority and Responsibilities – The Board has complete control over the Club’s actions and finances, up to a limit based on the Club’s Working Capital. They don’t receive payment for their services. They can set their own meeting rules and need at least 6 members present to make decisions. They can also create committees to help run the Club.

Officer Duties – The President leads Board and Club meetings and signs official documents, helped by the Secretary. The Vice President steps in if the President can’t serve. The Secretary records meeting proceedings and the Treasurer manages the Club’s finances. Officers can temporarily fill any vacant Board positions until a new election.

Meeting and Elections – The Club holds an Annual Meeting in the last quarter of the year to decide major matters, including electing 3 or 4 Board members for three-year terms. There are limits on how long someone can serve consecutively. Special Member Meetings can be called with 15 days’ notice. The Board also sets up a Nominating Committee each year to propose candidates for Board elections.

Communications – Notices for meetings are sent out in advance, with specific rules on timing and the method of delivery. Actions normally taken in meetings can be done without one if all Board Members agree in writing.

General Manager Role – The General Manager runs the day-to-day operations of the Club, guided by the Board. They attend Board meetings, manage budgets, and report to the President and the Board.

Protection for Club Leaders – The Club promises to protect its Directors, officers, and employees from legal expenses and liabilities when they’re performing their duties, possibly including purchasing insurance for them.

Link to complete Bylaws

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Updated on April 11, 2024
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