Updated 5/5/2024
BRANDY BROOK SPORTS CLUB, INC.
BY-LAWS
SEPTEMBER 19, 1987
AMENDED SEPTEMBER 1998
AMENDED DECEMBER 2013
AMENDED NOVEMBER 2023*
ARTICLE I PURPOSE
ARTICLE II MEETING OF MEMBERS
ARTICLE III DIRECTORS
ARTICLE IV OFFICERS
ARTICLE V PRESIDENT
ARTICLE VI SECRETARY-TREASURER
ARTICLE VII GRIEVANCE PROCEDURES
ARTICLE VIII MEMBERSHIP
ARTICLE IX INACTIVE MEMBERSHIP
ARTICLE X ASSESSMENTS
ARTICLE XI OPERATING RULES OF THE CLUB
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ARTICLE I PURPOSE (back to top of page)
1. The purpose of this Club shall be to provide to its Members and immediate families, convenient means for private motorsports recreation*, hunting, fishing and camping.
ARTICLE II MEETING OF MEMBERS (back to top of page)
1. All meetings of the members, except as herein otherwise provided, shall be held at a time and place determined by the President.
2. Meetings will be conducted in a manner as defined by ROBERTS RULES OF ORDER
3. Meeting of the membership shall be held annually. The meeting shall be held during the Fall Work Weekend. (12/2013)
4. Special meetings of the members may be ordered by the President at such time and place as he may determine. Special meetings may also be ordered by a written petition of at least five (5) Members in good standing. It will be the duty of the President to determine the time and place of these meetings. These meetings must be held within thirty (30) days of receipt of the above mentioned petition by the President. The above mentioned petition must state the specific subject to be acted upon at the requested meeting.
5. No business shall be transacted at a special meeting other than that for which the meeting was called.
6. A quorum for meetings shall consist of one-third (1/3) of the total number of members in good standing at the time of the meetings. The President, or in his absence, a person elected by vote of the members present shall call the meeting to order and shall act as the presiding officer thereof.
7. At any meeting, each member shall have only one vote.
7a. To vote, a member must be in good standing.
7b. This vote may be by proxy by a member in good standing. A proxy vote is defined as “in writing” and presented at the meeting or by email to the President or the Secretary prior to the meeting and presented at the meeting. (12/2013)
8. A majority vote of the members present at any meeting is necessary for the adoption of any resolution. A proxy vote will not be counted toward the establishment of a quorum except for special meetings. Candidates for election to Club offices shall be considered elected by receiving the highest number of votes of all the candidates running for the office in question. All elections shall be by secret ballot. Voting for all other resolutions shall be by show of hands unless otherwise determined by the members present.
ARTICLE III DIRECTORS (back to top of page)
1. The powers, business and the property of the Club shall be exercised, conducted and controlled by the Board of Directors.
2. The Board of Directors shall be composed of five (5) members. Each elected member of the Board of Directors shall serve a term of three (3) years with one (1) new Director to be elected each year. The Board of Directors shall be comprised of five (5) club members as follows:
A. The most recent former President
B. An elected member - 3-year term
C. An elected member - 3-year term
D. An elected member - 3-year term
E. The present President as long as he holds the office. The present President may vote only in the case of a tie vote by the other Board Members.
3. In the event of a vacancy on the Board caused by the withdrawal of a Board member, the remaining members of the Board shall appoint a Club member to serve until the next regular Club meeting at which time a new Board Member will be elected. If two (2) or more vacancies occur at one time, they will be filled by vote of the members at the next regular Club meeting or at a special meeting called by the President if he determines it necessary.
4. Regular meeting of the Board of Directors shall be held semi-annually prior to regular Club meetings at a time and place to be determined by the Chairman of the Board.
5. Any Member may attend any Board meeting. Said Member shall be allowed to participate in any discussion but shall have no vote.
6. The Chairman of the Board shall be elected by a majority vote of the Board Members.
7. A special meeting of the Board of Directors may be called at any time by the President or on the order of two (2) Board Members.
8. Notice of special meeting of the Board of Directors stating the time, place and, in general terms, the purpose of such meetings shall be emailed*, mailed or personally given to each Board member not later than two (2) days prior to the meeting. If all members of the Board of Directors are present at any given meeting, any business may be transacted without previous notice before the day of the meeting.
9. Three Directors shall constitute a quorum of the Board at all Board meetings and the affirmative vote of at least two (2) Directors shall be required to pass any resolution or authorize any action of the Club. In the case of a tie vote on any issue, the President shall cast the deciding vote. The Directors shall be in good standing to vote.
10. Each member of the Board of Directors shall serve without compensation or reward except as otherwise provided for in these By-Laws.
11. The Board of Directors shall cause to be kept a complete record of all its acts and proceedings of all its meetings and to present a full statement at the regular meetings of the Members, showing in detail the condition of the affairs of the Club.
12. The Board of Directors shall have the powers and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of Club property and to do and perform or cause to be done and performed any and every act, which the Club may lawfully do and perform.
13. The Board of Directors shall have the power to call a Special Meeting of the Members of the Club at any time and place as the Board may deem necessary. Written notice or personal notice shall be given to each Member seven (7) days prior to any such meeting.
ARTICLE IV OFFICERS (back to top of page)
1. The executive officers of the Club shall be the President and the Secretary- Treasurer.
2. The President and Secretary shall hold office for two (2) years.
3. All voting for officers shall be by secret ballot. A candidate shall be considered elected by receiving the greatest number of votes of all candidates for the office question.
4. In the event of a vacancy in the office of President or Secretary, the Board of Directors shall appoint a member to said position to serve until the next regular meeting or call a special meeting to elect a new officer.
ARTICLE V PRESIDENT (back to top of page)
1. The President shall be the chief executive officer of the Club. He shall preside at all meetings of the Club. He may call any special meetings of the Members or the Board of Directors and shall have general charge of the business of the Club. The President shall, with the Secretary-Treasurer, in the name of the Club, execute any and all certificates of membership, contracts and instruments excepting checks which is covered in Article VI of Section 1.
2. The President shall make and enforce decisions regarding the suitability of all Members not otherwise covered in these By-Laws. He shall recommend for approval to the Members all operational rules of the Club and shall report with recommendations of all violations of such rules by any Member of the Club to the Board of Directors.
ARTICLE VI SECRETARY-TREASURER (back to top of page)
1. The Secretary shall keep the minutes of all proceedings of the Members in books provided for that purpose. He shall attend to the giving and serving of notices of all meetings of the Members. He shall keep a proper Membership book showing the name of each Member of the Club; the book of By-Laws; the Club Seal, if any; and such other books and papers as may be required. He shall execute with the President, in the name of the Club, all certificates of membership, contracts and other instruments which have been approved by the Membership or Board of Directors. The Secretary-Treasurer, or in the absence or disability of the Secretary-Treasurer, the President shall execute in the name of the Club checks for all expenditures as authorized by the members.
2. The Secretary-Treasurer shall also perform such duties connected with the operation of the Club as requested by the President and agreed to by the Secretary-Treasurer.
3. The Secretary-Treasurer shall execute in the name of the Club all checks for payment of normal operating costs as he deems necessary. He shall receive all funds due the Club and shall deposit such funds in appropriate accounts. Said funds shall be paid out only by check and as heretofore provided. He shall account for all receipts, disbursements and balance on hand at each regular meeting of the Members. He shall invoice all Members for all monies due the Club and shall make available all financial records for the inspection of all members at each regular meeting of the members.
ARTICLE VII GRIEVANCE PROCEDURES (back to top of page)
1. A Grievance Committee shall be designated by the Board Of Directors for each grievance or incident involving a violation of Club Rules or By-Laws either by a member, guest, or trespasser.
2. The Grievance Committee shall consist of three (3) Members of the Club who were not involved in the incident.
3. The Grievance Committee shall take all steps necessary to ascertain the facts, conditions and circumstances of the incident; shall arrive at conclusions regarding the probable cause and responsibility for said incident; and shall make known to the Board of directors and to all parties involved in the incident its findings in the form of a written report.
4. The Board of Directors, upon receipt of the findings of The Grievance Committee shall offer to all parties involved in the incident the opportunity of a hearing before the Board. After the hearing, or if such hearing is waived by any or all parties involved, the Board of Directors shall decide the financial or moral responsibility. The decision of the Board of Directors shall be final.
5. The Board of Directors shall not impose financial responsibility on any one Member in excess of One Hundred Dollars ($100.00) for any one incident unless the damage resulting from a violation is not covered by insurance. In this case the party deemed responsible shall be liable for the full amount of the damages.
6. Any financial obligation imposed on any Member as a result of a decision of the Board of Directors under this ARTICLE shall be satisfied within thirty (30) days of written notice. In the event of non-compliance by a Member, the monies may be deducted from the Member's Membership fee and the balance returned to the Member, if applicable, with a cancellation of Membership in the Club.
ARTICLE VIII MEMBERSHIP (back to top of page)
1. The total Membership of the Club shall be limited to thirty (30) in number in addition to SPECIAL MEMBERSHIPS as described in ARTICLE VIII, PARAGRAPH 7. Changes in the number of Members shall be made by a change in the By-Laws as stated in ARTICLE XI, paragraph 4. (12/2013)
2. A person duly elected to the Club as hereafter stated shall be deemed a member upon receipt by the Secretary of an initiation fee determined by the Board of Directors at any meeting and the prospect’s dues paid up for 12 months unless an installment arrangement has been approved by the president. (amended 9/2007)
3. Upon receipt of the initiation fee and dues, the Club shall issue to each Member a certificate of Membership on a form as approved by the Board of Directors.
4. A. Applicants to the Club must be 21 years of age and sponsored by a Member in good standing. Since the applicant may not be personally known to all Members, the sponsor must submit a letter of recommendation to the Secretary regarding the character, desirability, hobbies, etc. of the applicant. Any other Members having personal knowledge (good or bad) are urged to also submit a letter pertaining to such to the Secretary. Also, the applicant must submit written application on a form as approved by the Board.
4. B. Upon receipt of the application form and letter of recommendation, the Secretary shall place the applicant's name on the waiting list according to the date he receives the required form and letter.
4. C. At such time as an opening in the Membership occurs, the President shall direct the Secretary to select the first name on the waiting list (with the exceptions noted below) and mail to each member a copy of the application form, all letters of recommendation and a ballot. All Members shall return the ballot, properly completed, to the Secretary within ten (10) days. If a properly completed ballot is not returned by a Member within the allotted ten (10) days, his vote will be considered affirmative. The Secretary shall, at the end of the voting period, notify the President of the results.
4. D. If the applicant receives a majority of affirmative votes, he shall be deemed as approved for Membership in the Club and shall be so notified by the Secretary. The applicant shall be required to forward the required initiation fee and dues to the Secretary within fourteen (14) days. If the required Monies are not received within the above time period, the Secretary shall so notify the President who may elect to remove the applicant from consideration and direct the Secretary to proceed to the next name on the list.
5. Exceptions to ARTICLE VIII - Section 4 are as follows:
First, Those Members joining the Club before September 19, 1981 and wishing to transfer their membership as per the By-Laws at that time may sponsor an applicant in the above mentioned manner. This applicant's name will then be placed in the waiting list in front of all existing applicants. Should this applicant meet all other requirements as listed in this ARTICLE, he shall replace the resigning member. All rebates of initiation fee owed the resigning Member will be paid with the exception of any unpaid dues.
Second, Special preference shall be granted to sons of Members as follows:
i. Should a Member become deceased, a son of appropriate age will, upon proper application and acceptance as provided in this ARTICLE, be granted the deceased Member's Membership without payment of another initiation fee. The Club will allow a six (6) months grace period for this transfer.
ii. Sons of Members who wish to join the Club shall apply in the normal manner. Their names will then be placed at the top of the waiting list (with the exception of Section 5-A above). Upon acceptance as provided in this ARTICLE and payment of all required fees and dues, said son of a Member shall receive the next available Membership. This preference will be granted to any son of any Member, past or present, who obtains the required sponsorship one (1) time only.
6. Initiation fees shall not be refundable to any Member who joined the Club after September 19, 1981. Members who joined before this date are entitled to full refund of their initiation fees less any monies due the Club for dues, assessments or other reasons, if any.
7. Jack Thoden will be granted a Special Membership known as Life Membership. The Life Membership shall entitle the holder to any and all privileges extended to Members in Good Standing as defined and stipulated in these BYLAWS or other Club Rules at present or in the future. Exemption from any and all Normal Annual Dues hereafter should he so desire. This exemption shall NOT include any special assessments should any be levied pursuant to these BYLAWS.
7a. Any member who is age 70 or older and has 20 years of membership to the club shall be eligible for special membership known as a Senior Membership. The Senior Membership shall entitle the holders to any and all privileges extended to Members in Good Standing as defined and stipulated in these BYLAWS or other Club Rules at present or in the future. Exemption from any and all Normal Annual Dues should they so desire but will pay a reduced fee of $100 per year for membership payable January first each year. Senior Membership shall be liable for any and all special assessments should any be levied pursuant to these BYLAWS. This Special Membership shall not exempt the holders from compliance with any and all BY-LAWS or other rules of the Club. These Special Memberships shall be held by the above specified Members only. Any new Member assuming the place of the above mentioned members under the terms of ARTICLE VIII, PARAGRAPH 5 shall not be entitled to any Special Privileges and shall be required to comply with any and all BY-LAWS and Rules of the Club. (revised 1/2014)
8. Any Member in good standing may transfer his membership to his son, grandson, or father provided this person meets all requirements of the BY-LAWS. This transfer will be accomplished by written notification to the President naming the proposed new Member. The proposed new Member shall make application to the Club as provided for in ARTICLE VIII, paragraph 4. Upon receipt of the required affirmative votes from the Membership the son, grandson, or father shall assume the Membership of the transferring Member without payment of an initiation fee. The transferring Member will no longer be a Member of the Club but may apply at any later date according to the terms of ARTICLE VIII of the BY-LAWS. (revised 9/98)
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ARTICLE IX INACTIVE MEMBERSHIP (Revised 9/95) (back to top of page)
In recognition of the fact that personal situations are subject to change and to promote the stability of the Club and its membership, members in good standing may petition the Board Of Directors, in writing, for a temporary leave of absence. Upon approval by the Board Of Directors the Member shall be designated as an inactive Member. This leave of absence shall be subject to the following conditions and restrictions:
1. The Board Of Directors shall have sole authority to grant inactive membership status. The leave of absence shall be for a period not to exceed twelve (12) months.
2. Inactive Membership shall be granted only one (1) time to any individual member.
3. Inactive Members shall be exempt from payment of any dues, assessments. or other payments during the leave of absence. Inactive Members shall have no rights and privileges to CLUB facilities, functions, or other activities and shall surrender to the Secretary all keys, Membership Cards, and other CLUB property.
4. At such time as the inactive Member wishes to become a Member In Good Standing, he shall notify the Secretary in writing and shall be allowed to resume active membership at this time with no payment of initiation fees. However, if General Membership Assessments were levied during the Member's leave of absence these shall be assessed equally to the Inactive Member upon his reinstatement and paid by the Inactive Member prior to becoming an Active member in good standing. Should there be no openings in the Membership at this time the Inactive member shall be placed at the top of the waiting list (including those applicants defined under ARTICLE VII; Paragraph 5 of the BY-LAWS) and allowed to assume the next available Membership.
After application for reinstatement or the expiration of the twelve (12) month maximum time period, said Member shall be required to accept the next available Membership. Should the Inactive Member choose not to accept this opening said Inactive Member shall be considered to be not a member of the CLUB.
Re-admission to the CLUB at this time shall be accomplished pursuant to ARTICLE VIII and other applicable sections of the BYLAWS including payment of an initiation fee or other Monies as may be required at the time of application. The Board Of Directors may, at its' sole discretion, allow a payment in lieu of the initiation fee at the time of application. (amended 10/20/2006)
ARTICLE X ASSESSMENTS (back to top of page)
1. Each member will be assessed at a monthly rate as determined by vote of the Members at any meeting or by the Board of Directors at any meeting. This payment will be payable three (3) months in advance. Payments will be due on the first day of January, April, July and October. This assessment may be revised at any time at the discretion of the Board of Directors or at any meeting of the Members. Other special assessments may be levied by the Board of Directors or the Members at any authorized meeting.
2. Any Member who has failed to pay any sum due the Club within thirty (30) days of the due date shall be considered delinquent and NOT IN GOOD STANDING.
3. Any Member who has failed to make payments of monies due the Club for a period of six (6) months may be expelled by the Board of Directors without action by the Membership. The Board of Directors shall first contact said Member to discover his intentions. The Board of Directors shall have the power to grant special payment arrangements.
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ARTICLE XI OPERATING RULES OF THE CLUB (back to top of page)
1. The Club property, equipment or facilities shall not be utilized by persons other than Members unless a Member is present. Exceptions to this rule may be granted only by the Board of Directors.
2. Members using the facilities at any time shall be required to make an entry in the Camp Logbook and will be responsible to adhering to the camp checklist.
3. A violation if these rules by a Member renders him liable to a temporary suspension, a monetary fine or both as determined by the Board of Directors as stated in these By-laws.
4. Changes to the By-Laws shall be made by a two-thirds (2/3) vote by survey response. Or, if a special meeting is called for that purpose, a show of hands or by proxy (as defined in Article II, paragraph 7b) of the total Members in good standing. Results of the survey must be maintained by the Secretary and available to the general membership. (1/2014)
5. If the Club Membership reduces to fifteen* (15) the remaining members must vote to raise dues* to cover all costs to maintain the club facilities and lease payment. If the remaining members do not agree to continue to support the property*, the Club equipment and assets must be sold, outstanding debts paid, and any remaining assets or monies divided among the remaining Members.
6. There shall be two (2) work weekends held in each calendar year. These will be the third weekend in May and September if the road to camp is open. The President shall have the option of changing these dates if required. All Members WILL BE REQUIRED TO ATTEND these work weekends. Food will be provided by the Food Committee at the club’s expense. The House Committee shall be responsible for providing materials, securing tools and equipment and determining the nature of the work to be accomplished. (1/2014)
7. The first weekend of February will be reserved as Winter Fun Weekend and is open to all Members and their guests. The next calendar weekend shall be reserved as an alternate for Winter Fun Weekend should weather conditions not permit the above date to be used. The President may re-schedule the Winter Fun Weekend to another should the need arise. Food expenses for the weekend shall be divided among those Members attending. (revised 9/98)
8. No live trees shall be cut in the vicinity of camp, nor elsewhere, unless approved in advance by the club’s lessor and is so voted by two-thirds (2\3) of the Members in good standing present at any meeting. (revised 1/2014)
9. a. Open Reservation* – This is a notification that will be sent to the Secretary, via the website link, email, text or call when a member intends to visit camp
for an overnight stay. This needs to include any guests names and any other known members going to camp as well. All members are expected to provide
this notification even if they see other members already on the calendar. The
camp may be open reserved by any Member in good standing through the period requested for a period not to exceed seven (7) consecutive days. (check the Camp Calendar here)
9. b. Private Reservation* – This is a closed to other members reservation. Please note: Reservations are for the lodge only -- any Member in good standing may use the grounds at any time. No Private Reservations will be made from the Opening Day of Big Game Season through the Closing Day of Snowmobile Season or SNIRT.
10. Food Committee* - The Food Committee will be selected for each club sponsored event, such as Work Weekends, Winter Weekend or any other special club event as determined by the President and Board of Directors. Members and guests will be charged a fee as determined by the Food Committee. All food charges will be paid by the Member upon entering camp. It will be the responsibility of each Member to pay for each guest. Reservations must be made in a manner as determined by the Food Committee. If a member makes a reservation and does not attend, he will be invoiced by the Club for the food fees.
Any non-club gathering will be the responsibility of the attending members to make arrangements for food.
11. Guests - Members who bring guests to the Club will be COMPLETELY RESPONSIBLE for that guest's actions while using the Club facilities. Members are responsible* to list all guests in the logbook upon signing into camp. Members are responsible for seeing that the tags are returned to the Guest Board. The Board of Directors will be required to take immediate and appropriate action should any guest not observe all Club rules. Any member observing any such infractions by any guest shall be required to report same immediately to the Board of Directors. A guest fee in an amount as determined by the Membership or the Board of Directors at any authorized meeting shall be paid for all guests utilizing the Clubhouse and / or lands during periods when the Food Committee is in effect. Fathers, Grand fathers, and sons of Members shall be exempt from this fee. This fee shall be collected by the Food Committee and returned to the General Fund. (revised 9/98)
12. No women will be allowed to use the Camp during the weekends of *Work Weekends. Weekends shall be defined as Friday noon to Sunday noon.
13. Standing Committees shall be appointed by the President. Their Duties shall be as follows:
Food Committee - Shall be responsible for coordination of food for work weekends. The Food Committee may make decisions regarding menu and cooking and eating utensils. Food for work weekends will be supplied at the club’s expense. This will include breakfast for Saturday and Sunday and Saturday’s lunch and dinner. Attendees will be responsible for their own beverages other than water and coffee.*
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House Committee - Shall be responsible for coordination of work weekends and general maintenance of the Club facilities as needed. All members will report any problems with the Club facilities to the House Committee. Any expenditures by the House Committee shall be reported to the Secretary who make available a copy of same for inspection at the next regular meeting.
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Insurance Committee - Shall be responsible for annual review of the Club's insurance and recommendations to the Board of Directors.
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Audit Committee - Shall inspect the books and financial statements of the Club at a time and place of their choice on at least an annual basis.
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The President shall appoint any other committees as he shall deem necessary.
14. No person may consume alcoholic beverages on any property leased by the Club unless of legal age.
15. All Members and guests shall at all time adhere to all applicable Federal and State Fish and Game Laws, and all governing Motorsports regulations and laws.*
16. The maximum number of Members and guests allowed in the camp at any time* shall be 25. In all cases, Members and immediate families shall have preference over other guests.
*Revised 11/2023