CEDARBROOK CLUB CONSTITUTION – Tuesday, January 12, 2021
This compilation was created by the Cedarbrook Board in 2010 based on the latest blue book version (circa 1987) and the changes voted by the membership at various points since then, including those approved by the membership in the winter of 2010, December 2015, February 2019 and December 2020.
CEDARBROOK CLUB CONSTITUTION
Article I. NAME
The name of this club, incorporated under the laws of the State of Maryland, shall be CEDARBROOK CLUB, INC.
Article II. OFFICERS
The Officers shall be President, Vice President, Secretary and Treasurer. The officers shall be elected by majority vote of the members present and voting at the annual meeting and they shall be elected for a term of one (1) year. The annual meeting shall be called by the President at a place he/she designates. The meeting shall take place between November 1 and December 1 of each year with at least two weeks notice given to the members.
ARTICLE III. BOARD OF DIRECTORS
The affairs, property, management and control of the Club shall be the responsibility of its Board of Directors. The Board of Directors shall consist of the above-mentioned four (4) officers: President, Vice-President, Secretary and Treasurer and five (5) to seven (7) additional members elected by a majority vote of those members present and voting at the annual meeting of the Club. Each Board Member, other than the officers, shall be elected for a term of two (2) years, provided that the term of half of such members shall expire in years alternate to the other half of the non-officer members. Any vacancy occurring on the Board shall be filled by the Board until the next annual meeting, at which meeting a member shall be elected to fill the remainder of the vacant term. Three-fifths of the board shall constitute a quorum at all meetings thereof, of which two are officers and three are other members of the Board of Directors, provided proper notice has been given.
Each Board Member (including Officers), whether or not then in office, shall be indemnified by the Club against all costs and expenses incurred by or imposed upon him or her in connection with or arising out of any action, suit, claim or proceeding in which he or she may be involved by reason of his or her being or having been a Board Member. Such costs and expenses shall include insurance deductibles, attorneys fees and costs and the costs of settlements. The Club shall not, however, indemnify any Board Member with respect to matters as to which he or she has been finally adjudged in any such action, suit or proceeding to have willfully disregarded his or her duties as a Board Member. This right to indemnification shall not be exclusive of any other rights to which any Board Member may be entitled as a matter of law.
ARTICLE IV. DUTIES OF OFFICERS
The President shall preside at Club Meetings and shall also be Chairman of the Board of Directors. He/she shall sign all contracts of the Club and shall perform such other duties as may be assigned by the Board.
The Vice-President shall discharge the duties of the President in the absence of the latter or during a vacancy in the office. The Vice President shall be an ex-officio member of all committees.
The Secretary shall keep minutes of all meetings of the Club and of the Board of Directors; shall notify members of their election; shall post without undue delay on a convenient bulletin board at the pool the official language of all resolutions and motions passed by the Board of Directors; shall issue notices of Club meetings; and shall conduct correspondence of the Club.
The Board shall establish a policy on approval of expenditure and disbursement of club funds, and the Treasurer shall review and approve the disbursement of club funds. The Treasurer will also review monthly financial statements and provide regular financial updates to the Board, including a year-end financial status. The process for collecting and disbursing funds, maintaining legal and contractual club documents, and preparing financial statements, which includes annual financial statements will be managed by a certified public accountant chosen by the Board of Directors. Club records shall be open to inspection of the members by appointment.
ARTICLE V. MEMBERSHIP
Admission to membership shall be limited to homeowners residing within Parkwood, West Kensington, Chevy Chase View, Martin’s Addition to Chevy Chase View, Byeforde, Rock Creek Highlands, Locust Hill, North Locust Hill, the areas of Kensington bounded by Cleveland Street, Knowles, Connecticut and Summit Avenues; Brainard and Warfield Street bounded by Howard Ave and Summit Ave; Ken-Gar, the portion of “Old Town” Kensington bounded by Connecticut and Howard Avenues, Kensington Parkway and Everett Street and those homes west of Kensington Parkway bounded by Everett Street, Saul Road and Connecticut Avenue which are not already within the membership area with the exception that the Board of Directors may at their discretion admit to membership others than homeowners of those living within the prescribed geographical area provided, however, that such exception shall be limited to ten (10) percent limitation and are not prohibited from being an officer or member of the Board of Directors. Each member shall pay the initiation fee and dues set forth in the By-Laws. Any member who has temporarily moved his residence to a location more than twenty five miles distant from the Club facility may retain his membership for the period of his absence by paying annually, when due, the annual dues prescribed in the By-Laws for the period of his absence for a single member.
Persons in the immediate family living in the household of a member are entitled to the privileges of the Club upon the payment of the fees prescribed in the By-Laws. Such persons in the immediate family are defined as two adult heads of household, dependent children up to age 26 who are residents of the home, and dependent, disabled children of any age who continue to reside in the home. Dependent child’s age on Memorial Day each year conveys for that entire season. The Board of Directors at its discretion may establish other categories of individuals with rights to use Cedarbrook Club facilities subject to appropriate limitations.
Article VI. PAYMENT OF DUES AND FEES
The fiscal year shall begin the first day of November and dues and fees shall be payable on or before the first day of March.
Article VII. OWNERSHIP AND EQUITY
In the event of dissolution of the Club, the equity in and ownership of the Club property shall be divided equally among those members (one or more per household corresponding to the number of initiation fees paid) in good standing at the time of such dissolution.
Article VIII. SALE OF REAL PROPERTY
No real property shall be disposed of or additionally encumbered except on approval of two-thirds (2/3) of the members in good standing.
ARTICLE I. COMMITTEES
The Board of Directions shall establish a standing Finance Committee to oversee the financial matters of the Club. The Finance Committee shall be composed of the Treasurer, the Vice President and two non-officer Board members to be determined at the Annual Meeting or at such other time as a vacancy may occur. Non-board members of the Club with expertise may be asked to consult on an as needed basis. The responsibilities of the Finance Committee shall include: on-going review of the financial condition of the Club; preparation of the Club budget to be presented to the Board at the Annual Meeting; short- and long-term financial planning; establishing financial reserves based on projected Club needs; and establishing financial oversight policies and procedures to govern the Board. Such policies and procedures shall establish levels of authorization for approval of expenditures on the Club’s behalf and shall require financial reports to be provided to the Board on a regular basis.
The President with the approval of the Board of Directors shall establish such additional standing and special committees as he/she deems appropriate.
ARTICLE II. MEMBERSHIP
Membership of the Club shall consist of all present members and all future members who shall be elected by the Board of Directors; such membership shall not exceed 420 members. For purposes of the total number of members, a member is defined as a One Person membership, Two Person membership, or Family (Three or more persons) membership. Each member shall be entitled to one vote in club elections. There shall be an initiation fee payable by each member on admission to the Club, and this fee is non-refundable.
Notice of dues and fees (such as guest fees and other outstanding member invoices) payable, which must be paid in full only, shall be sent to members at least thirty days prior to the due date of March 1. The dues owed is based on the number of persons in the “immediate family” as defined in Article V of the Club constitution, regardless of whether such person in the immediate family plans to use the Club facilities. The amount of the annual dues to be paid by the member shall be determined by the Board, and those amounts shall be posted on the Club’s website.
If a member’s dues and any outstanding fees are not paid on or before March 1, such member shall be considered to be not in good standing and will not be entitled to use or access Club facilities. If dues and outstanding fees are not received in full by March 15, a ten (10) percent penalty of the total will be imposed for late payment. Dues received after March 15 without the 10% will not be accepted. Any member whose dues, fees and penalty are not received by April 1 will automatically have his or her membership terminated unless the Board of Directors takes specific action upon individual written request specifying reasons for non-payment.
The Board of Directors can vote no more than once per year to increase each member’s dues by up to 5% of the current dues rate. The proposed budget, including any increases in dues, will be presented at the Annual Meeting.
Members who have belonged as a paying member in good standing to the Club for 40 consecutive years can request to the Board of Directors to receive emeritus status upon their 41st year of membership. Patrons with emeritus status cannot vote on any Club policies or issues. Patrons with emeritus status do not pay membership dues, but must pay all guest and additional service fees. Emeritus status does not ever convey to any other family members, guests, or caregivers.
ARTICLE III. CANDIDATES FOR MEMBERSHIP
Applications for membership shall be submitted in writing to the Chairman of the Membership Committee and shall be passed upon by the Board of Directors. Applications for membership shall be regulated as prescribed in Article V of the Constitution. A nonrefundable fee of $100.00 must be received promptly following the submission of the application for the candidate for membership to be placed on the waitlist.
Homeowners with property lines abutting the Club’s property boundaries can be placed at the top of the Club’s membership wait list upon the homeowner’s application to the wait list. Homeowners should request the abutting property privilege upon mailing in their wait list fee. Upon accepting an available membership slot, these homeowners are subject to all other fees, dues, processes and regulations as outlined in the By-Laws.
ARTICLE IV. TERMINATION OF MEMBERSHIP
A member may terminate his membership by sending his written resignation to the Treasurer ofmthe Club but such resignation may not be accepted unless all indebtedness due to the Club by the member so resigning shall have first been paid in full. The Board of Directors shall have the authority to terminate the membership of any member for cause, after due process, when such action is deemed to be in the best interest of the Club.
ARTICLE V. GUESTS
The use of the Club facilities by guests of members shall be regulated by the Board of Directors.
ARTICLE VI. SPECIAL ASSESSMENTS
No special assessments shall be levied without a majority vote of the members in good standing present and voting at a meeting called by the President for this purpose.
ARTICLE VII. NOMINATIONS AND ELECTIONS
A nominating committee shall be established pursuant to Article I of these By- laws not later than August 15 of each year.
Not later than September 30, the membership shall be given written notice of the Committee’s nominees for each office or directorship to be filled at the forthcoming annual meeting.
Additional nominations for any office or directorship may be made by petition of twenty-five or more members to the Secretary not later than October 15 and the membership shall be notified of any nominations with the call for the annual meeting.
To be eligible for office a nominee must have been a member for a period of not less than twelve (12) months.
No nominations, whether by committee or by petition or otherwise, shall be made without having received the consent of the nominee.
At the annual meeting no additional nominations may be made unless a nominee of the committee cannot serve in which event nominations may be made from the floor for that office or directorship.
Beginning with any election after January 1968, the President shall not be elected to succeed himself/herself if he/she is serving in a second term; the Vice-President, if he/she is serving a second term shall not be elected to succeed himself and no one of the five non-officer members of the Board of Directors shall be elected to succeed himself/herself if he/she is serving in a third term or has served three or more terms in such office. An officer or member of the Board of Directors disqualified for election under this paragraph may be elected to serve another term beginning only after a period of at least one (1) year has elapsed after his/her last term of office.
ARTICLE VIII. APPROVAL OF CONSTITUTION AND BY-LAWS
The constitution and By-laws shall become effective upon their approval by a majority vote of the members of the Corporation.
ARTICLE IX. RULES OF ORDER AT MEETING
The rules contained in “Robert’s Rules of Order” shall govern all meetings where they apply and are not inconsistent with existing By-laws or Constitution of the Club.
ARTICLE X. BY-LAWS
The membership may from time to time make and promulgate such By-laws as are necessary to the operation of the Club and as are consistent with this Constitution.
ARTICLE XI. AMENDMENTS
Amendments to the Constitution and By-Laws shall be by a 2/3 vote of the membership in good standing and voting. Notice of proposed amendments shall be provided to the membership by at least two different means. Such notice shall describe the method by which ballots will be sent to membership, the means by which membership may cast votes, the date ballots are due, and the date and place for counting of votes by the Board of Directors. (no proxies permitted). Notice and ballots on any Constitutional and By-Laws question shall be provided no less that four (4) weeks prior to the date set for counting the votes by the Board of Directors. Two (2) members from each of the membership are as identified in Article V of the Constitution shall be entitled to observe the counting of the votes. A meeting of the membership shall be scheduled by the Board of Directors not less than two (2) weeks prior to the date set for counting the votes to discuss the proposed changes to the Constitution and By-Laws. Voting on other matters shall be as specified elsewhere in the Constitution and By-Laws or, when conducted for the guidance of the Board of Directors, shall be as prescribed by the Board of Directors.