Amended and Restated Bylaws of the High Lane Club Inc. - June 10, 2024
Article I. Organization
High Lane Club, Inc. (“HLC”) reports itself to the IRS as a 501(c)(7) tax exempt organization, formed under the laws of the State of Connecticut.
Article II. Purpose
The purpose of HLC is to act as a social and community club, to encourage and maintain community social life, and to provide means of entertainment, recreation, and athletic exercise for its Members.
Article III. Board of Governors
Section 1. Board Definition
The Board of Governors, (“Board”) is the sole governing body of HLC, composed of Governors who are Officers, Committee Chairs (and Co-Chairs), and Governors at Large. The Officers consist of the President, Vice President, Secretary, and Treasurer. The management and control of all of the property and affairs of the corporation shall be in the hands of the Board, chosen in accordance with Article IV, Section 1.
Section 2. General Powers and Expectations
All members of the Board are expected to attend all regularly scheduled meetings, with consideration of alternative arrangements (web-based attendance, for example) in order to fulfill the duties described below. Board members shall use discretion and good business judgment in discussing the affairs of HLC with third parties. Board members shall not discuss or disclose information about HLC or its activities to any person or entity unless such discussion can reasonably be expected to be in the best interest of HLC.
The Board shall have the authority to:
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Call special meetings of HLC;
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Set dues, assessments, and initiation fees, and to notify Members of the respective amounts;
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Seek and implement alternate forms of revenue in order to support the general purposes of HLC;
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Admit new Members;
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Make, define, and uphold rules for the use of HLC premises, including use by staff, Members, guests, and any person or group using the facility/and or grounds, and for their conduct on premise;
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Suspend or expel Members in accordance with Article VI, Section 7.
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Appoint such other agents and attorneys, with such powers and to perform such acts and duties on behalf of HLC as the Board may determine, and may serve in an ex-officio (non-voting) capacity;
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Incentivize participation on the Board. The Board may approve a discount on dues paid by Board members for their service. Such discounts shall be communicated to the membership at the Annual Meeting; and
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Create committees and subcommittees as needed that may or may not hold positions on the Board, as determined by the Board.
Article IV. Officers
Section 1. Election/Appointment
Officers shall be elected by a majority vote of the membership in attendance at the Annual Meeting and serve for a term of two years. Officers are limited to three (3) consecutive terms, unless the Board specifically provides otherwise. In the case of an Officer vacancy, the Board may fill the vacant position from the voting membership by a majority vote of the Board, with subsequent approval by the membership at the next Annual Meeting. Members can self-nominate, nominate other Members from the general membership, or be proposed by the Governance Committee for election to the Board.
Section 2: Officer Titles and Duties
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President
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Has general oversight and management of the affairs of HLC;
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Sets/monitors goals of HLC and delegates tasks;
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Presides over meetings of HLC and the Board;
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Is responsible for implementing, monitoring, and updating the long-term planning of HLC;
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Responds to the recommendations of the Governance Committee;
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Reports on the status of HLC at the Annual Meeting; and
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Facilitate, manage, and/or perform other duties as determined by the Board.
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​Vice President
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Tracks and understands the duties of the President;
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Assumes the role of the President in his/her/their absence;
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Assists the President, other Board members, committees and the general membership;
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Responds to the recommendations of the Governance Committee; and
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Facilitate, manage, and/or perform other duties as determined by the Board.​
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Secretary
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Communicates with the Board, prepares meeting agendas, takes meeting attendance and minutes, and keeps records of all official meetings of the Board, Special Meetings, and the Annual Meeting;
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Distributes monthly Board meeting minutes to Board members prior to the following monthly meeting.
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Oversees (or assumes in their absence) the work of any designated office personnel and/or volunteers which includes fielding membership inquiries or concerns and communicates details to appropriate Board or Committee members;
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Maintains general administration of HLC and office records and correspondence, including HLC Membership List;
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Distributes communications including newsletters, invitations, broadcast emails, and meeting notices;
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Presents a summary of Board meeting minutes at the Annual Meeting;
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Attends Annual Meeting and be available for questions;
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Annually distributes and collects an Acknowledgment and Disclosure of Conflict of Interest Policy form to each Board member; and
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Facilitate, manage, and/or perform other duties as determined by the Officers.
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Treasurer
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Maintains all records of HLC dues, assessments, and monies collected and disbursed including all financial transactions for the duration of office and hand them over in their entirety to his/her/their successor;
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Oversees payroll;
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Is responsible for overseeing the filing of state and federal taxes;
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Proposes an annual budget to the Board for adoption/modification;
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Makes financial reports to Board at monthly Board meetings;
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Prepares the annual financial report and report on the current fiscal status at the Annual Meeting;
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Works with any designated office personnel, volunteers, and accountant;
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Contributes to long-term planning as needed;
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Works with auditor and committees, if applicable, as needed; and
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Facilitate, manage, and/or perform other duties as determined by the Officers.
Article V. Committee Board Chairs and Members at Large
The Board may appoint Committee Chairs and Governors at Large who serve at the discretion of the Board. Committee Chair(s) and Members at Large will be added to the Board as needed, with roles and responsibilities of each position agreed to by the Officers and other existing Board members.
Article VI. Membership
Section 1. Basic Requirements
Membership is open to any person/family accepted by the Board and who maintains good standing by paying all dues or other associated fees and assessments levied by the Board and who is not removed for or determined as provided in Article VI, Section 7.
Section 2. Inclusion
Membership shall be available without regard to national origin, race, color, religion, disability, sex, sexual orientation, gender identity, or familial status.
Section 3. Membership Limitations
The Board shall have power to limit the total membership and shall have the power to determine the amount of all dues, fees, and assessments paid by each membership level.
Section 4. Membership levels
Membership levels include single, couple, single family, family, senior single, senior couple, and honorary. Each Member of a single membership, couple membership, couple in a family membership, or couple in an honorary membership is entitled to vote. Other family members (of any age) do not have voting privileges.
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Family memberships include a Member, spouse/partner, and one or more persons permanently living in the household.
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Single family memberships include a single parent and one or more persons permanently living in the same household.
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Couples memberships include a Member, age eighteen (18) or older and their spouse/partner who live together in the same household..
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Single memberships include one person, age eighteen (18) or older
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Senior couple memberships* include a senior Member, age seventy (70) or older, and spouse/partner, age seventy (70) or older, who live together in the same household.
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Senior single memberships* include a single Member age seventy (70) years of age or older.
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Honorary memberships are non-dues paying memberships granted to a person who was a dues-paying Member for thirty five (35) years or more, with accounts in good standing. Honorary Members must pay all fees and assessments.
Section 5. Application
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A person may apply for membership by submitting an application to HLC providing the following:
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The first and last name, address, phone number, and e-mail address of the applicant and spouse/partner (if applicable);
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The names, date(s) of birth, and relationship to the applicant of other household members; and
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Any other information as determined by the Board.
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Applicants must either be sponsored by a current Member or have an interview with a member of the Membership Committee or Board member. To sponsor an applicant, current Members can complete the Member-sponsor form or write a letter to the Membership Committee.
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Any member of a Membership who no longer lives permanently in the same household shall be eligible for immediate membership in HLC upon application and acceptance, pursuant to the procedure outlined herein as determined by the Board, notwithstanding any limitation on the total number of Members. Initiation fees may be waived if there is no lapse in time from a previous membership.
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HLC reserves the right to conduct background checks in accordance with the Fair Credit Reporting Act (FCRA), other applicable federal and state laws, and HLC procedures. Background checks will be kept confidential and will only be shared with individuals who have a business need to review the information, such as the Membership Committee and the Board.
Section 6. Rules
All Members are responsible to read and abide by HLC’s established rules and regulations, as promulgated by the Board.
Section 7. Suspension or Termination of Membership
Membership in HLC is a privilege, not a right. The Board has the authority to admit, suspend, or terminate a Member or Membership by majority vote of the Board.
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Termination or suspension
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If a Member is late in paying their account more than two (2) consecutive months, then the Board shall have authority to suspend membership until such account is brought current;
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Membership may be terminated upon determination by the Board for conduct detrimental to the welfare of HLC, including but not limited to vandalism; dangerous activity; threats; bullying member(s), guest(s), staff, or volunteer(s); non-payment of dues, fees, or assessments; or violations of other requirements under these bylaws or established rules;
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Membership may be terminated for any one or more persons in a membership, in accordance with this section, as determined by the Board; and
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If a Member is terminated, the Member(s) will be notified in writing at the most recent address available in HLC records.
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Resignation
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If a Member wishes to resign, they must provide at least thirty (30) days advance written notice to HLC of their intention to resign.
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Members are subject to all obligations, including, but not limited to, payment of all dues, fees, and assessments incurred before termination date. Any unpaid dues, fees, and assessments from prior membership must be paid in full before a Member can rejoin.
Section 8. Membership List
A membership list providing the names of all current Members is available to all Members upon request to HLC. Membership information includes Member name(s), home address, phone number(s), and email addresses. Members and former Members shall keep the information in the membership list confidential and not use the information except to further the purposes of HLC. Misuse/abuse of membership list will be subject to penalty by the Board.
Section 9. Member Responsibilities
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Members are responsible for their actions, as well as those of their children, other family members, caregivers, and guests while on HLC property. This expectation includes adherence to posted rules established and agreed to by the Board. Members are expected to, in good faith, abide by rules and fees established to allow for guest access to HLC facilities. Failure to do so may result in disciplinary action which could include loss of guest privileges, suspension, or termination of membership.
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All Members shall be responsible for the general cleanliness and appearance of the HLC and grounds. This includes, but is not limited to, ensuring that any trash generated by a member, family, and/or guest, is collected and disposed of properly. Members are also expected to assist, when called upon and within capabilities, with general projects of HLC.
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Any significant damage by a Member, their children, other household members, caregivers, or guests, as determined by the Board, shall be assessed to such Member.
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Members should report all incidents to HLC. An incident log, as determined by the Board, will be maintained and any incident (accidental or otherwise) will be recorded and communicated to the Board.
Article VII. Committees
Section 1. Governance Committee
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Purpose - The Governance Committee is responsible for ongoing review and recommendations to enhance the quality, operations, and future viability of HLC. The Governance Committee reports to both the Board and the general membership.
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Makeup and Terms of Service -The Governance Committee is made up of three to five (3-5) Members, or a number deemed appropriate by the Board, who are not currently on the Board. Committee members can volunteer themselves or be nominated by any Member, and must be confirmed at the Annual Meeting. Governance Committee members may serve for a period of three years, and may be renominated for additional terms.
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Responsibilities - The work of the committee revolves around the following areas:
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Board Responsibilities Review
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Regularly review and update the Board’s statement of its roles and areas of responsibility, and what is expected of individual Board members.
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Assist the Board in periodically updating and clarifying the primary areas of focus for the Board.
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Members of the Governance Committee will, should they become aware of any state or federal statute or local ordinance that could affect HLC, communicate to the Board the existence of such statute or ordinance for consideration by the Board.
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Board Effectiveness Assessment
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Initiate periodic assessment of the Board performance.
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Propose, as appropriate, changes in the Board structure and operations.
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Provide ongoing counsel to the Officers on actions they might take to enhance the Board’s effectiveness.
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Regularly review the Board’s practices regarding Member participation, conflict of interest, etc., and suggest improvements as needed.
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Board Member Review and Recruitment
The Governing Committee shall take the lead in assessing current and anticipated needs related to Board composition and determining the knowledge, attributes, and skills and abilities necessary in order to accomplish future goals of the HLC, including, but not limited to the following:
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Identifying potential Board candidates and exploring their interest and availability for Board service;
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In cooperation with the Officer’s, contact each Board member to assess his/her/their continuing interest in Board membership and term of service, and work with each Board member to identify the appropriate role s/he/they might assume on behalf of HLC;
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Take the lead in succession planning, taking steps to recruit and prepare Members for future Board positions; and/or
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May nominate Members for election as Officers.
Section 2. Audit Committee
An Audit Committee, comprised of one to three (1-3) Members, or a number deemed appropriate by the Board, with financial experience and appointed by the Board, but not consisting of the members of the Board, shall audit the Treasurer's accounts and report to the membership at its annual meeting or earlier if the Board so requests.
Section 3. Long-Term Planning Committee
A Long-Term Planning Committee, comprised of three to five (3-5) Members, or a number deemed appropriate by the Board, appointed by and reporting to the Board, shall review HLC finances and assist HLC with the development of the capital expenditure plans including debt management plans, and plans for short/ long-term projects for facilities, maintenance, and/or expansion and the operations of HLC.
Article VIII. Meetings
Meetings may be arranged for in person, virtual, or hybrid attendance, as determined by the Board.
Section I. Annual Meeting
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The Annual Meeting of HLC shall be held at HLC Clubhouse within the first two weeks of June, as determined by the Board.
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Notice of the annual meeting shall be posted to the website and Clubhouse bulletin board, as well as sent via electronic notification to the Members, at least fifteen (15) days prior to the scheduled meeting.
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The President and Treasurer, or their designee in an emergency, are required to be present and shall respectively report on the current status of HLC.
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At all meetings of the HLC membership, a quorum shall consist of at least 10 Voting Members.
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At the annual meeting, or any Special Meeting, if a vote by the membership is required, a majority of the voting membership present, and/or participating virtually, shall carry the vote.
Section 2. Special Meetings
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Special Meetings may be called by the Board.
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Special Meetings also may be called by the membership, if requested in writing by not less than forty (40) Voting Members, unless otherwise determined by the Board.
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Notice of any special meeting must state the object of the meeting and shall be communicated in the same manner as the notice of the Annual Meeting.
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The Officers, only in emergency circumstances in which it is not reasonably possible to convene a full Board meeting, may take any action the Board could have taken, with at least the President (or the Vice-President in the President’s absence) and at least one additional Officer voting.
Section 3. Board Meetings
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Board Meetings occur monthly, with at least ten (10) meetings scheduled per year.
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Board Meetings are restricted to Board members.
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However, if a Voting Member would like to attend and have a concern added to the agenda, they must submit their request via email a minimum of one week before the scheduled meeting.
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Members and/or others may be invited as deemed necessary by the Board.
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A majority of Board members, including a minimum of two (2) Officers, is considered a quorum for Board Meetings.
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Board members are required to attend at least eight (8) meetings per year, unless otherwise determined by the Board, to maintain their roles.
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Exceptions may be made by the Board for medical/family/other matters.
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Failure to regularly attend meetings/unapproved absences may result in the Board member having to forfeit his or her seat on the Board.
Article IX. Use of HLC By Others
Section I. Guests
Members may sponsor guests as follows:
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Members must sign-in and accompany any guest using the HLC facility, unless granted a waiver by the Board.
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Guests must abide by all HLC rules, regulations, and bylaws.
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Members are responsible for their guests, and are subject to repercussions resulting from any guest action that disregards HLC rules, regulations, and bylaws.
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Guest fees are charged to Members for their guests, as determined by the Board.
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A Member may not sponsor the same guest more than the amount per calendar month established in published rules promulgated by the Board.
Section 2. Caregivers
Family and Single Family Memberships must register any caregiver using HLC. The caregiver shall be at least twelve (12) years of age and remain with the Member requiring supervision while at HLC. A caregiver does not constitute a guest as defined in Article IX, Section 1.
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Caregivers must abide by all HLC rules, regulations, and bylaws.
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Members are responsible for their caregivers, and are subject to repercussions resulting from any caregiver action that disregards HLC rules, regulations, and bylaws.
Section 3. Facility Usage
The Board may approve the use of HLC facilities for events or rental. Earnest efforts to maintain continuity of access to Members will be a priority.
Article X. Property Interests
Section 1. Use of Income
The income of HLC shall be held and used at the discretion of the Board to carry out the purposes of HLC.
Section 2. Distribution of Assets on Dissolution
HLC may dissolve and wind up its affairs in accordance with any applicable law or, if none, upon vote of a two thirds (2/3) majority of the Voting Membership. Upon dissolution, the Board shall, after paying or making provisions for the payment of all liabilities, distribute any remaining assets in accordance with the law of the State of Connecticut, as voted by the membership.
Article XI. Conflict of Interest
Section 1. Purpose
The purpose of the conflict of interest policy is to protect HLC’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a Board member or might result in a possible excess benefit transaction. This is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit and charitable corporations.
Section 2. Definitions
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Interested Person - Any Board member, who has a direct or indirect financial interest, as defined below, is an interested person.
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Financial Interest - An Interested Person is a person who has, directly or indirectly, through business, investment, or family:
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An ownership or investment interest in any entity with which HLC has a transaction or arrangement;
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A compensation arrangement with HLC or with any entity or individual with which HLC has a transaction or arrangement; or
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A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which HLC is negotiating a transaction or arrangement.
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A Financial Interest is not necessarily a conflict of interest. Under Article XI, Section 3, a person who has a Financial Interest may have a conflict of interest only if the appropriate Board decides that a conflict of interest exists.
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Compensation includes direct or indirect remuneration as well as gifts or favors that exceed fifty dollars in value.
Section 3. Procedures
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Duty to Disclose - In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the financial interest and all material facts to the Board considering the proposed transaction or arrangement.
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Determining Whether a Conflict of Interest Exists - After disclosure of the financial interest and all material facts, and after any discussion with the Interested Person, he/she/they shall not be present while the determination of a conflict of interest is discussed and voted upon by the Board. The remaining Board members shall decide if a conflict of interest exists.
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Procedures for Addressing the Conflict of Interest
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The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement;
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After exercising due diligence, the Board shall determine whether HLC can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest; and
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If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine, by a majority vote not including the Board member with the potential conflict of interest, whether the transaction or arrangement is in the HLC’s best interest and whether it is fair and reasonable. In conformity with the above determination, the Board shall make its decision as to whether to enter into the applicable transaction or arrangement.
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Violations of the Conflicts of Interest Policy
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If the Board has reasonable cause to believe a Board member has failed to disclose actual or possible conflicts of interest, it shall inform the Member of the basis for such belief and afford the Member an opportunity to explain the alleged failure to disclose; and
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If, after hearing the Member’s response and after making further investigation as warranted by the circumstances, the Board determines the Member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Proceedings
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The minutes of the Conflict of Interest Board meeting shall contain:
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The names of the persons who disclosed or otherwise were found to have a financial interest in connection with any actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed; and
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The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Recusal
A Board member who receives compensation (monetary or otherwise) from HLC for services directly or indirectly, other than incentive for serving on the Board as defined in Article III, Section 2, is precluded from voting on matters pertaining to that Member’s compensation.
Section 6. Annual Statements
Each Board member shall annually sign a statement that affirms such person:
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Has received a copy of the Conflict of Interest Policy, set forth in Article XI;
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Has read and understands the policy;
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Has agreed to comply with the policy; and
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Has disclosed all actual or potential conflicts of interest.
Article XII: Suits and Indemnification
Any person made a party to any action, suit, or proceeding because he/she/they is or was an Officer, Board member, employee, or volunteer of HLC shall be indemnified by HLC against any loss, cost, damage, or expense actually and necessarily incurred by him/her/them in connection with the defense or settlement of any such action, suit, or proceeding, pending or threatened, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action suit, or proceeding that such Officer, Board member, employee, or volunteer is liable for gross negligence or gross misconduct in the performance of his/her/their duties, and, provided further, that such disposition is approved by the vote of the Board.
Article XIII. Changes to the Bylaws and Amendments
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These Bylaws may be altered, amended, or repealed at any meeting of the Board called for such purpose or purposes by the affirmative vote of two-thirds of the Board; provided, however, that to the extent that any provision of these Bylaws is inconsistent with the Articles of Association, the provisions of the Articles of Association shall prevail.
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Amendments and/or changes to the Bylaws voted in by the Board must be shared with the membership within fourteen (14) days. Amendments will be effective until the next Annual Meeting or Special Meeting in which the full HLC membership will vote to accept/decline the new amendments.
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The Board is authorized to implement any “grandfather rules” which it feels are helpful and/or necessary to interpret the changes made to the bylaws.
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These Amended and Restated Bylaws of the High Lane Club, Incorporated shall supersede all previous By-Laws of the High Lane Club, Incorporated as of the date first written herein. Motion made and passed on June 10, 2024, at the Annual Meeting to accept these Amended and Restated By-Laws of the High Lane Club, Incorporated. Original bylaws adopted by the Board of Governors, 1939. Revised and accepted 1984, 1993, 12/2008.