House Rules

The River Club is shared space. The members are responsible for their own cleanup.  Place any used plates and glassware in the dishwasher.  If you're the last to leave the club ensure all lights and mechanical features are off - fireplace, stove/oven, heating & AC etc.......

Dress Code and Hours
Members and their guests must wear appropriate attire at all times while in the Clubhouse. The Club requests members be respectful of our neighbors before 8:00 AM and after 10:00 PM.  Acess to the club is for members only.  Guests are welcome accompanied by a member.

Personal Communication Devices
Members and their guests are not restricted from using cell phones and other personal communication devices in theClub, but such devices should be silenced or perhaps turned off while in the Clubhouse.  Electronic devices, including laptop computers, are allowed.

Guests
It is the responsibility of members to assure that their guests are aware of and abide by the House Rules of the Club and act in accordance. Members hosting guests will be held accountable for the actions of theirguests.

Private Functions

The Club house maybe reserved by members only in its entirety for private events on Sunday or Monday evenings after 5.   An event fee of $250 will be charged. Member must leave the club clean and as they found it.  The number of private events will be limited on a monthly basis so as not to interfere with members usage. Reservations will be on the first come first serve basis.

Photographs
Photography is permitted in the Clubhouse, but only for personal use.

Delinquent Accounts
Members are expected to settle their indebtedness to the Club within thirty days from the date on the bill.  Members who are delinquent in payment of their accounts will be subject to an administrative fee.

Decorum
The Club name and the list of Club members are not to be used for commercial purposes of any kind. Unless otherwise permitted by the Board of Governors in advance, every event in the Clubhouse is deemed to be a private function and not for disclosure to the press or general public. Members may not publicize their membership or use of the Club except for purely social or biographical purposes or as permitted by the Board of Governors.

General Conduct
A Member who willfully or repeatedly infringes upon the rules and regulations of the Club, or its traditions, whose conduct is disorderly or offensive, or who uses the Club, its name or facilities for purposes inimical to the Club’s best interests, shall be subject to suspension or expulsion.

Non Smoking - Please be aware that the club is non-smoking!  You are free to smoke outside.

 

By-Laws (8/2025)

BY-LAWS

Of The

RIVER CLUB

a NH Nonprofit Corporation

 

ARTICLE 1

NAME

 

The name of this organization shall be the RIVER CLUB. (the "Corporation").

 

 

 

ARTICLE 2

FORM OF ORGANIZATION

The organization shall be a nonprofit, non-stock corporation organized under NH RSA Chapter 292, the New Hampshire Voluntary Corporation Act (the "Act"), and qualifying under Section 501(c)(7) of the Internal Revenue Code. The Corporation is organized for pleasure, recreation and other non-profitable purposes.

 

 

ARTICLE 3 POWERS

The Corporation shall have the powers permitted and shall be subject to all the duties imposed by the Act and as may be further delineated or limited by the Articles of Agreement or these By-Laws (the "By-Laws").

ARTICLE 4 BOARD OF Governors

1. Number, Election & Term. The Corporation will be governed by a board of Seven

(7) Governors. The members of the Corporation shall elect the Governors at the end of their terms annually by written ballot vote to be held in September, or at any other such time as determined by the Directors. The Board shall tabulate the votes submitted by the members, notify the Members of the results at the annual meeting of the membership in September. The Directors shall serve staggered terms of office of three (3) years as measured from

election, provided that any Director whose term is expiring shall remain in office until his/ her successor is duly appointed and qualified. Directors shall serve a staggered term in the first year of these By-Laws as follows: two Directors for a one-year term, two Directors for a two-year term, and one Director for a three year term. At the end of each of the above terms, the reappointed Directors or new Directors shall serve for three-year terms.

 

2. Vacancies. If a vacancy occurs on the Board of Directors during the course of the year, the remaining Directors may appoint a person to serve the remainder of the term.
3. Re-election. A member of the Board of Directors may be re-elected by the members of the Corporation for multiple, successive terms.

 

4. Compensation and Expenses. The members of the Board of Directors shall receive no compensation for their services as Directors, but shall be reimbursed for actual and necessary expenses, including travel expenses incurred in performing their duties.

 

5. Quorum. A simple majority of the filled seats on the Board of Directors shall constitute a quorum of any regular or special meetings of the Board of Directors.

 

6. Voting. At all meetings of the Board of Directors of the Corporation, each Director shall have one (l) vote. A director may attend a Board meeting and vote in person or telephonically. Unless otherwise specified herein, a majority vote of the Directors present at a meeting at which a quorum is present shall be required to take any action.

 

7. Telephonic Meetings. The Board of Directors may permit any or all Directors to participate in any regular or special meetings of the Board of Directors by, or conduct the meeting through the use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.

 

8. Minutes. The Board shall keep a correct and complete record of the proceedings of all Board meetings (the "minutes") which shall be attested by the signature of the Secretary. Minutes of Board meetings will be made generally available to the members.

 

9. Annual Board of Directors Meeting. The annual meeting of the Board of Directors shall be held in January of each year.
10. Additional Board Meetings. Additional meetings of the Board may be called by the President, the Secretary, or by any three (3) Directors and shall be held at the place designated in the notice or call thereof. Notice of the time, place, and purpose of such meetings given by telephone, by email or in person at least five (5) days prior to the date of such meetings shall be sufficient.

11. Notice. Unless otherwise provided for in these By-Laws, written or printed notice stating the place, day and hour of any meeting of the Board shall be delivered either personally, by mail or by email to each Director, by or at the direction of the President, or the Secretary or the persons calling the meeting. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Director at the address as it appears on the records of the Corporation, with postage thereon prepaid. If emailed, the notice shall be deemed delivered if it is addressed to the Director at the email address that such Director has previously provided to the Board. A director waives notice of any meeting by attending such meeting, unless a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need be specified in the notice or waiver of notice of such meeting in accordance with applicable law or these By- Laws.

 

 

 

ARTICLE 5

FUNCTIONS OF BOARD OF DIRECTORS

Subject only to the provisions of the Act, the Articles of Agreement and these By-Laws, the Board of Directors shall

 

1. 1. Establish Goals. Hold and exercise all of the powers of the Corporation, and establish the Corporation's overall goals, priorities, projects and programs.

 

11. 2. Allocate Funds. Allocate the Corporation's funds on the basis of the priorities established.

 

11. 3. Manage Corporation. Manage the affairs of the Corporation and receive and expend all funds made available to it in accordance with the contractual requirements of the funding source.

 

11. 4. Finance Committee. Establish and maintain a Finance Committee, with the Treasurer serving as chairman of the committee. The Finance Committee shall have no fewer than three (3) members to be chosen by the Board, with the actual number to be set by resolution of the Board made from time to time. The members of the Finance Committee shall serve for a term of one (1) year and may be re-elected for an unlimited number of successive one-year terms. Members of the Finance Committee shall be members of the Corporation but need not be members of the Board of Directors. The Board shall announce the members of the Finance Committee at the Annual Meeting of the members.

 

11. 5. Administer Election. Administer the annual ballot election of new Board members required by Article 4, Section I and announce the winners of the election and the members

of the Finance Committee (chosen pursuant to Article 5, Section 4) at the Annual Meeting of member each year. The Nominating Committee Chair will be in charge of the election.

11. 6. Make Contracts. Be authorized to: make contracts with third parties including, but not limited to, club facility agreements, lease agreements, including, but not limited to, club facility lease, vendor agreement and construction agreements.

 

11. 7. Employ or Engage Personnel. Be authorized to provide a permanent office, employ legal, financial and technical experts, a Steward ot manager, and other staff and personnel as may be necessary to assist in carrying out the functions of the Corporation.

 

11. 8. Consider all Proiects. Consider and approve, modify, or reject all projects submitted to it in writing.

 

11. 9. Designate Depository. Designate a depository for the Corporation's funds and establish proper monetary controls and accounting procedures.

 

11. 10. Establish Committees. Be authorized to appoint necessary standing or ad hoc committees to effectively carry out the purposes of the Corporation. The chairman of each committee shall be a member of the Board of Directors. Other members of the committee may be directors or other persons whose interests or talents would be useful to the conduct of the affairs of the Corporation. Such groups include the Nominating, Social, House, Membership and By-laws Committees.
    11. Establish Membership Criteria and Rules of the Corporation. In addition to, and not in any way limiting the functions set forth above or in the Articles of Agreement, have the exclusive authority to (l) accept or reject requests for membership; (2) establish and set from time to time the (i) initiation fee; (ii) annual member dues; and (iii) processing fee; (iv) make assessments and (3) establish and modify from time to time the Rules and Regulations of the organization.

 

11. 12. Remove Directors. Remove any Director with or without cause upon a vote of seventy-five percent (75%) of the Directors (and not only of seventy-five percent (75%) of those Directors present at a meeting in which a quorum is present); provided that the Director in question shall not be counted when determining whether the seventy-five

percent (75%) threshold has been reached. Cause may include, but is not limited to, failing to attend fifty percent (50%) of the Board meetings in any one (l) calendar year.

11. 13. Create Offices. Create such additional offices as the Board may from time to time deem necessary and elect members to fill the same.

 

11. 14. Other Necessary Acts. All such other acts and things as are permitted by the Act in effect at the time of the adoption of these By-Laws and as it may hereafter provide.

ARTICLE 6 OFFICERS

1. Number. Upon appointment of the members of the Board of Directors and annually thereafter, the Board shall elect from its members a President, a Vice President, a Secretary, and a Treasurer.
2. Election and Term. At the first Board meeting following the ballot election held pursuant to Article 4, Section l, the Board shall elect the officers of the Corporation, and those elected shall take office immediately upon election. The officers shall serve a term of one (l) year or until the next election. The officers shall be announced by the Board at the annual meeting of the membership held pursuant to Article 8, Section 5.

 

3. Vacancies. If an office becomes vacant, the Board shall elect a successor to serve the remainder of the term.

 

4. Duties of Officers. In addition to such other duties as the Board may from time to time direct, the officers shall have the following duties:

 

1. 1. President. Shall preside over all meetings of the Board of Directors and the Corporation; shall be an ex-officio member of all committees of the Corporation; shall make all appointments to committees and task forces, subject to the approval of the Board of Directors, and shall have the general powers and duties usually associated with the office, including, but not limited to, powers allowed by law to sign certificates, contracts and other instruments of the Corporation which are authorized by the Board.

 

4. 2. Vice President. In the absence of the President, or in the event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all of the

restrictions upon the President. The Vice President shall perforrn such other duties as from time to time may be assigned to him/her by the President or Board of Directors.

 

 

C.. Secretary. The Secretary shall keep the minutes of all meetings, maintain  and preserve up-to-date records of all ongoing activities, distributing Board meeting minutes to all members of the Board, acting as custodian of all records of the Board, attending to all correspondence to and from the Board, and performing other duties as the President and Board of Directors may direct. In the absence of the Secretary from any meeting of the Board of Directors, the presiding officer may appoint a temporary secretary who shall keep the minutes of that meeting.

 

 

D Treasurer. The Treasurer shall maintain accurate and complete receipts and disbursements records, establish necessary accounting procedures to assure accuracy and accountability of the Corporation, and perform other duties as the President and the Board of Directors may direct. The Treasurer shall be bonded in any amount if so required by the Board of Directors, shall have the authority to open bank accounts in the name of the Corporation, shall have authority to co-sign with the President, checks, drafts, and other papers requiring the payment of money, to perform such other duties as may be authorized and directed by the Board of Directors and to cause all debts and obligations of the Corporation to be paid when due.

 

 

ARTICLE 7 MEMBERS

 

1. Classes of Members. Membership classes will be classified as Single, Couples and  Honorary or as shall be determined by the Board of Directors.  Each member unit, either single or couples, will have one vote. Since Honorary members pay no dues, they do not enjoy any franchise.

 

2. Membership Process. Membership will be granted to any applicant who has paid the Membership dues and whose completed application has been reviewed and approved by the officer designated for that purpose, provided that such person shall not have been expelled as a Member for any reason other than nonpayment of dues. The Club shall not discriminate against any person on the basis of race, color, gender, sexual orientation, disability (physical or mental), religion or other legally protected classification.

 

3. Dues. Dues shall be payable bi-annually in such amounts as the Board of Directors establishes.

 

4. Termination, Suspension and Renewal.

 

1. 1. 1. 1. Any Member may resign by letter addressed to the Club. The resignation shall be effective upon receipt of the letter. There shall be no refund of dues to any Member who resigns.

 

4. 2. 1. 2. The Membership term is the calendar year. Membership shall automatically lapse for non-payment of dues.

 

4. 2. 1. 3. The Board of Directors may suspend a Member at any time for infraction of any Club rule or any other cause if the suspending body deems the action in the best interests of the

Club, provided that the body will afford the Member a reasonable opportunity to be heard by it or by a committee appointed by it, in person or through a representative, prior to taking any action, unless it deems it imperative to suspend the Member before a hearing can be held. The suspending body shall immediately notify a Member who has been suspended, in writing, of the suspension. The suspended Member shall then be entitled to a reasonable opportunity to be heard, in person or through a representative, by the Board of Directors or a committee appointed by it. The Board of Directors may thereafter continue for a definite term, terminate, or rescind the suspension, or expel the Member, and its decision shall be final. In addition, if the Board of Directors is the original suspending body, and a hearing is held prior to any action, then the Board of Directors may suspend for a definite term or expel the Member without affording a second opportunity to be heard.

 

 

4. 2. 2. Annual Member Meetings. The annual meeting of the members of the Corporation shall be held each year during the month of September. At the annual meeting, the members may ratify the ballot election of Directors and shall transact any other business as has been submitted in writing to the Directors at least thirty (30) days prior to the meeting.

 

4. 2. 3. Special Meetings of the Members. Special meetings of the members may be called at the request of the Board of Directors or by a written petition signed by at least thirty (30) members and submitted to the Secretary. In either event, a special meeting shall be held within ten (10) days of request of the Board or receipt of such written petition of the members.

 

4. 2. 4. Place of Member Meetings. The place of meeting shall be the principal office, 107R Water Street, Exeter, NH 03833, of the Corporation in the State of New Hampshire.

 

4. 2. 5. Notice of Member Meetings.

 

A. Required Notice. Written notice stating the place, day and hour of any annual or special membership meeting shall be delivered not less than ten (10) day nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Board of Directors, or other persons calling the meeting, to each member of record as of the date of the notice.

 

B. Contents of Notice. Except as provided in Article 7, Section 7(C), the notice of an annual membership meeting need not include a description of the purpose or purpose for which the meeting is called.

 

 

 

 

 

4. 2. 6. Quorum; Voting by Members.

 

A. Quorum. Thirty percent (30%) of the membership units present in person or by proxy shall constitute a quorum for meetings of the membership.

 

B.  Proxies. At all meetings of the members, a member may vote in person or by proxy. To vote by proxy, a member shall file a written and signed proxy form with the Secretary of the Corporation before or at the time of the meeting. All proxies shall be revocable by the member. Neither the revocation of a proxy, nor the death nor incapacity of the member appointing a proxy shall invalidate the right of the Corporation to access the proxy unless the Corporation is put on notice of the revocation, death or incapacity before the proxy exercises his/her authority under the appointment.

 

C. Voting of Members. Each membership unit shall be entitled to one (1) vote upon each matter submitted to a vote at a membership meeting. Except as provided in Article 8, Section 9(D), any matter to come to a vote before the membership shall be decided by the majority vote of those membership units present in person or by proxy at a meeting at which a quorum is present.

 

D. Supermajority Vote of Members Required. A supermajority vote of two- thirds (2/3rds) of all members shall be required to approve any of the following: (1) a plan of merger; (2) the sale, lease, exchange or other disposition of all or substantially all of the Corporation's property; or (3) the dissolution of the Corporation.

 

E. Procedure. All meetings of the members of the Corporation shall be governed by the By-Laws or standing rules of the Corporation.

 

F. Inspection rights of Members. The holder of a membership unit, or his/ her/its agent, may inspect the minutes of the Board or any committee thereof and the financial records of the Corporation upon request. Any such request shall be in  writing and shall be addressed to the Treasurer, as Chairman of the Finance Committee. The Finance Committee shall make the Corporation's financial records available for inspection no later than thirty (30) days following the date the Treasurer received the request. Such inspection shall take place at the Corporation's main office or, in the Treasurer's reasonable discretion, at some other location that is reasonably convenient to the Corporation and the requesting party.

 

 

 

ARTICLE 9

    STATUS

 

The Corporation is a voluntary corporation organized under RSA 292 and is not conducted for pecuniary profit. All aspects of the operation of the Corporation shall be conducted in accordance with applicable laws, rules, and regulations of funding sources, state and federal law and Section 501 (c)(7) of the United States Internal Revenue Code, as it may be amended from time to time, for tax-exempt organizations.

 

 

ARTICLE 10

LIMITATION ON TRANSFER OF MEMBERSHIP INTEREST

*** Not Applicable to Founding Members***

 

l . Membership Not Transferable. Membership in the Corporation will not be transferrable or assignable. Upon resignation of a member, his/her membership shall be returned to the Corporation for repurchase at such time as the Corporation accepts a new member designated by the Board as a replacement for the resigning member. The resigning member will be paid the then in effect initiation fee as set from time to time by the Board, then in effect less the then in effect processing fee as set by the Board from time to time.

2. NOTWITHSTANDING the foregoing, a resigning member may request the transfer or his/her membership to his/her adult child (23 years old or older) or his/her spouse's adult child. The adult child must submit an application to the Board together with a consent of the resigning member's spouse. Upon approval by the Board, the resigning member's initiation fee shall be credited toward the adult child's initiation fee. Upon payment of the remainder of the initiation fee and processing fee, as both are then in effect, the privileges and obligations, including opportunity for refund as set forth above, shall be transferred by the Board from the resigning member to the adult child. The Board may establish other rules regulating the transfer by the Board to an adult child. Upon the death of a member, his/her membership shall automatically be transferred to the surviving spouse without payment of an additional initiation fee in the case where the Member has properly designated the surviving spouse in accordance with applicable law. If there is no surviving spouse or the surviving spouse declines the transfer, then, upon application of an adult child of the decedent or of the declining spouse and upon satisfaction of requirements for a transfer to an adult child by a resigning member (set forth more fully above), the decedent's membership interest may be transferred upon approval of the Board. If not transferred to an adult child, the membership shall be deemed resigned and placed on the resigned membership list and reissued by the Corporation as other resigned memberships.

 

3. Initiation Fee. If there is no surviving spouse or the surviving spouse declines the transfer, then upon application of an adult child of the decedent or of the declining spouse and upon satisfaction of requirements for a transfer to an adult child by a resigning member (set forth more fully above), the decedent's membership interest may be transferred upon approval of the Board. If not transferred to an adult child, the membership shall be deemed resigned and placed on the resigned membership list and reissued by the Corporation as other resigned memberships.

 

ARTICLE 11

DISSOLUTION

 

 

1. Dissolution. Upon dissolution of the Corporation for any cause, the disposition of its assets shall be according to Article 4 of the Articles of Agreement, as the same may be amended.

 

 

ARTICLE 12 FISCAL YEAR

 

1. The Corporation's fiscal year shall be a calendar year.

 

 

 

 

ARTICLE 13

INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

 

1. Mandatory Indemnification. Subject to the conditions hereinafter set forth, the Corporation shall indemnify any of its Directors or Officers, or former Directors or Officers against expenses (including attorneys' fees), settlement payments, judgments and fines, actually and reasonably incurred by any such person in connection with the defense of any action, suit or proceeding, or appeal therefrom, or threat or claim of such action, suit or proceeding (including an action by or in the right of the Corporation in which he or she is made a party by reason of being or having been a Director, Officer, employee or agent of the Corporation; provided, however, in the case of an action buy or in the right of the corporation no indemnification shall be made in respect to any claim, issue or matter as to which any such person shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

 

2. Required Determination. Except with respect to expenses (including attorney's fees) actually and reasonably incurred by any such Director, Officer, employee or agent in the successful defense (on the merits or otherwise) of any action, issue or matter therein, indemnification shall be made hereunder only if it shall be determined by (i) the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding ("disinterested directors"); or (ii) independent legal counsel in a written opinion, if such quorum is not obtainable (or if a quorum of disinterested directors so directs) that the person to be indemnified (a) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation; and (b) with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Any such determination shall be conclusive and not subject to challenge. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

 

3. Notice and Waiver. Any person subject to indemnification under this Article 13, shall immediately notify the President, in writing or his or her knowledge or notice of any proceeding commenced or threatened to be instituted against him or her for any action taken or attempted, or alleged to have been taken or attempted by him or her by reason of his or her being or having been a Director, Officer, employee or agent of the Corporation. In the event that any person does not so notify the President, his or her failure to do so may, at the discretion of the Board, be construed as a waiver of that person's right to be indemnified.

 

4. Advance Payment. Expenses (including attorneys' fees) incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding if authorized by the Board.

 

5. Other Rights. Such indemnification shall not be deemed exclusive of any rights to which the persons indemnified may be entitled under law, agreement or otherwise, and the right to such indemnification shall inure to the benefit of the heirs, executors and administrators or any person entitled to indemnification hereunder be indemnified as fully and completely as may be allowed under the statutes of the State of New Hampshire or under any other applicable rules or principles of law and under all circumstances and conditions.

 

6. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of these Bylaws.

 

 

 

ARTICLE 14

AMENDMENTS

 

1. 1. Amendments to the By-Laws. These By-Laws may be altered amended or repealed and new By-Laws may be adopted by the affirmative vote of at least two thirds (2/3rds) of all of the Directors present at a meeting at which a quorum is present and the vote of a majority of members present in person or by proxy at any annual or special meeting of the membership at which a quorum is present; provided that the amendment or alteration is set forth in the notice of the meeting at which the matter is to be acted upon

 

 

 

 

 

 

These By-Laws were approved this 18th day of September 2024.