These By-Laws were accepted by unanimous vote of the board of directors, March 26, 1996.
ARTICLE I OBJECTS AND PURPOSES
Section 1. The purpose of the corporation shall be to provide facilities for the benefit and enjoyment of its members and their families through the recreation of swimming.
Section 2. This corporation was organized and shall be operated exclusively for non-profit recreational purposes for members and their families.
Section 3. The corporation shall receive its income from dues and assessments of its members. No part of the net earnings, if any, of the corporations shall inure to the benefit of any member or individual.
Section 4. Children and other members of the immediate family will be permitted to use the swimming facilities an the basis of the membership of their parents or legal guardians.
Section 5. No alcoholic beverages will be served or will be permitted to be consumed on any of the premises of the corporation or under its control.
Section 6. No dining facilities (other than facilities for light refreshment), and no dancing facilities, will be provided or permitted on any premises owned or under the control of the corporation.
ARTICLE II MEMBERSHIP
Section 1. Membership in the corporation shall be extended to persons as the Board of Directors shall approve from time to time by three-fourths of the Board of Directors at any meeting of the Board.
Section 2. Membership in the corporation shall be evidenced by a contract and certificate of membership signed by an officer of the corporation. Certificates of membership shall be non-transferable as hereinafter provided. The name and address of the person to whom the membership certificate is issued shall be entered on the membership books of the corporation. The basic cost of a certificate of membership is $300.00, payable according to a schedule set by the Board of Directors.
Section 3. The rights and privileges of each membership shall apply to the person to whom the certificate is issued and to each member of his or her immediate family, whose actual (rather than legal) residence is the same as the owner of such certificate of membership, and shall entitle such persons to the full use and enjoyment of the property of the corporation, subject to such rules and regulations as shall from time to time be enacted by the Board of Directors.
Section 4. The number of certificates of membership outstanding in the corporation shall be determined by the Board of Directors and that number may be adjusted.
Section 5. A member’s contract describing the rules and regulations and financial terms of membership shall be given to each member. The member must sign that contract as a condition of membership.
Section 6. The annual dues and all special assessments, if any, shall be in addition to the cost of membership and shall be paid in such amount and at such time as specified by the Board of Directors.
Section 7. Membership in the corporation shall not be transferable and notice to such effect shall be inserted on the face of each membership certificate issued. Redemption of membership certificates by the corporation shall be upon the following procedure:
- Any member desiring to withdraw from the corporation shall apply in writing to the Board of Directors for the redemption of his or her membership and shall submit therewith his or her membership certificate for cancellation. Certificates will be redeemed at their par value less any annual dues or assessments unpaid, in the order that written applications for cancellation of membership are received by the Board of Directors and within thirty (30) days after a new member has been accepted into membership from the membership waiting list to replace the member withdrawing.
- Unless otherwise directed by the Board of Directors, no memberships will be redeemed until after the corporation has reached its full limit of members.
- In the event of the death of a person to whom a membership certificate has been issued, such certificate shall be redeemed at par in the manner set forth in Paragraph A above, upon written application of such person’s lawfully appointed and acting representative, or the membership may be continued by the immediate family of the deceased member residing in the deceased member’s household.
Section 8. Memberships may be temporarily rented by members in good standing to persons on the membership waiting list, with the following provisions:
- If a membership is rented, the chartered member shall forfeit all rights, privileges and responsibilities of membership, except voting at membership meetings, for the term of the rental, which shall be a minimum of one season.
- Membership rentals may be renewed by a renter without limitation, except if a renter is offered full membership in the corporation and refuses, that person’s membership rental shall be terminated at the end of the current season, and may not be renewed.
- Membership rentals, when available, shall be offered persons in the order that they were placed on the membership waiting list. Memberships may be rented by the owner of the membership for a maximum of two consecutive years, and not more than two times in any five-year period. A $25 per year handling fee shall be charged to each member renting their membership, or $50 if rental option is exercised after May 1.
- The renter of a membership shall not be permitted to vote at any membership meeting during the period of their rental.
Section 9. The Board of Directors is authorized and empowered to suspend or revoke the privileges of membership of any member for failure to observe rules and regulations adopted by the Board of Directors. In the event membership privileges are suspended or revoked, no dues or assessments shall be refunded to cover the period of suspension or revocation; a revoked membership, however, shall be redeemed at 90 per cent of par in the manner set forth.
Section 1. The amount of annual dues shall be fixed by the Board of Directors, due and payable at such time as the Board of Directors may determine.
Section 2. Assessments in addition to annual dues may be levied by the Board of Directors, whenever necessary to meet a deficit in the operating expenses of the corporation or to pay for capital improvements. The maximum assessment for any one year shall be limited to $200.00 per member.
Section 3. A one-time, non-refundable initiation fee of $400.00 shall be assessed to each new member and shall be payable on the effective date of the membership. Initiation fee for a single membership shall be $150.00. This initiation fee is in addition to the cost of the basic membership certificate.
Section 4. Failure to pay annual dues, assessments or other fees shall be grounds for the Board of Directors to suspend temporarily the privileges of membership of the delinquent member and after a delinquency of 90 days to revoke the membership. Revocation of membership does not relieve members’ liability to pay any amounts assessed.
ARTICLE IV DIRECTORS
Section 1. The business and affairs of the corporation shall be managed by its Board of Directors consisting of nine (9) members to be elected as hereinafter provided.
Section 2. There shall be elected nine voting members of the Board of Directors. The Board of Directors shall be made up of the Ex-president, the President, the 1st Vice-president (President-elect), a 2nd Vice-President, a Secretary, and four At-Large Members. The Treasurer, a non-voting member of the board will attend meetings. The Treasurer shall be appointed by a three-quarters vote of the Board members.
Section 3. At each annual membership meeting, there shall be elected one new member of the Board of Directors to replace the spot vacated by the outgoing Ex-President. That new member shall be the 2nd Vice-President, and shall serve a four-year term. The 2nd Vice-President shall serve as Vice-President in the second year, President in the third year and Ex-president in the fourth year. The Secretary shall be elected to three-year terms. One At-Large member shall serve a term of three years and a second shall serve a term of four years.
Section 4. All members of the Board of Director must be members in good standing of the corporation. Failure on the part of any director to maintain good standing shall, at the option of the majority of the remainder of the Board of Directors, result in a forfeiture of the office. In such event, the vacancy so created, or any other vacancy on the Board of Directors shall be filled by the Board of Directors until the next regular annual meeting of the membership when a successor shall be elected for the remainder of the unexpired term.
Section 5. An annual Meeting of the Board of Directors shall be held in the month of March on such a day, time and place as may be designated by the President. Additional meetings of the Board may be called at any time by the President or by any four members of the Board. Notice of both regular and special meetings shall be by mail or other means to all members of the Board of Directors at least five days in advance of the meeting, but waiver of such notice may be provided for and entered in the minutes of the meeting. Any member in good standing may attend any Board meeting and may address the Board. However, the Board reserves the right to conduct portions of the meeting in closed session at its discretion.
Section 6. A quorum at any meeting of the Board of Directors shall consist of a three-fourths majority of the Board and a three-fourth’s majority of such quorum shall decide any question that may come before the meeting.
Section 7. No Director of the corporation shall receive any compensation for their services as such, except the Treasurer, whose compensation shall be decided by three-fourths of the voting Board members.
Section 8. Use of property of the corporation shall be governed by the Board of Directors, which shall have authority to adopt and enforce rules and regulations pertaining thereto. A copy of all such rules and regulations shall be furnished to each member of the corporation and shall be posted at convenient places on the property of the corporation.
Section 9. The Board of Directors shall appoint committees that are deemed necessary for operation of the pool and special purposes from time to time. The duties of these committees shall be set forth by the Board of Directors and their activities shall be subject to the control and approval of the Board.
Section 10. The Board of Directors shall hire a professional pool manager who will oversee all daily operations of the pool during its operating season. All decisions of the pool manager concerning operation of the pool shall be subject to the review and approval of the Board of Directors.
ARTICLE V OFFICERS
Section 1. The officers of the corporation shall be a President, a 1 st Vice-President, a 2nd Vice-President, a Secretary and a Treasurer. The terms of the officers shall be as specified in these By-Laws ARTICLE IV (DIRECTORS) Sections 2 & 3.
Section 2. The President shall preside at all meetings of members and directors, shall have general supervision of the affairs of the corporation, and generally perform all other duties incident to his office. In the absence or disability of the President, the 1 st Vice-President shall perform all the duties of the President, except signing checks. The President shall have the authority to sign all checks, drafts, notes, and orders for the payment of money, and shall sign such instruments in the absence of the Treasurer.
Section 3. The Secretary shall issue all notices for all meetings; shall keep their minutes, shall have charge of the Seal, of the corporate membership book, shall make such reports and perform such other duties as are incident to the Secretary’s office, or are properly required of the Secretary by the Board of Directors.
Section 4. The Treasurer shall have custody of all funds and securities of the corporation and deposit the same in the name of the corporation in such banks or savings associations as the Directors may elect. The Treasurer shall sign all checks, drafts, notes, and orders for the payment of money. The Treasurer shall at all reasonable times exhibit the books and accounts to any Director or member of the corporation.
Section 5. All officers of the corporation receiving, disbursing or in any way handling the corporate funds shall be bonded in such a manner and to such an extent as shall be determined by the Board of Directors so that at all times the assets of the corporation and interests of the members shall be adequately protected.
Section 6. Whenever any office shall become vacant for any cause, that vacancy shall be filled for the unexpired terms by the Board of Directors.
ARTICLE VI MEMBERSHIP MEETINGS
Section 1. The annual meeting of the membership of the corporation shall be held in the Month of March on such a day, time and place as may be designated by the Board of Directors.
Section 2. Special meetings of the membership may be held at any time upon the call of the President, the Board of Directors or of members in good standing holding 25 percent of the membership certificates.
Section 3. Written notice of all meetings of the membership shall be mailed to each member at his last known address at least seven days prior to the date of such meeting, and the notice of every special meeting shall state the object or objects for which it is called and no other business shall come before such meeting.
Section 4. No quorum shall be required for the transaction of business at any membership meeting. Only the holder of a membership certificate or the member’s spouse, if the member is not present, shall be counted toward a quorum, and only one vote shall be allowed for each membership. No votes by proxy shall be allowed at any meeting. A majority of those voting (with a quorum present) shall decide any question that may come before the meeting.
Section 5. At all meetings, “Roberts Rules of Orders, Revised” shall govern for any questions of procedure not covered by the By-Laws.
ARTICLE VII MISCELLANEOUS
Section 1. The Board of Directors shall have the authority by vote of three-fourths of the majority of Directors to amend the By-Laws so long as the By-Laws are not inconsistent with the Articles of Incorporation or the law. At least five days written notice shall be given to all Directors of any meeting at which an amendment will be voted upon.
Section 2. To the fullest extent permitted by the North Carolina Non-Profit Corporation Act, as the same now exists or may hereafter be amended, the corporation shall indemnify all persons serving as officers or directors of the corporation, or in both such capacities, against all liability and litigation expense, including but not limited to reasonable attorney’s fees, arising out of their status as such or their activities in any of the foregoing capacities, regardless of whether or not they are officers or directors of the corporation at the time such indemnification is sought or obtained. Without limiting the generality of the foregoing indemnity, such persons may also recover from the corporation all reasonable costs, expenses, and attorneys’ fees in connection with the enforcement of rights to indemnification granted by this Section. The provisions of this Section are in addition to and not in limitation of the power of the corporation with respect to, and the rights of any officer, director, employee or agent of the corporation to receive the benefits of, any other or further indemnification, insurance, elimination of liability or other right or benefit which is either required by the Non-Profit Corporation Act or permitted thereby and duly adopted by the corporation in accordance therewith.
Section 3. The personal liability of each director of the corporation is hereby eliminated to the fullest extent that elimination thereof is permitted by the North Carolina Non-Profit corporation Act, as the same now exists or may hereafter be amended.