By-Laws, Peace Haven Civic Association, 4/1/2012
Approved by member vote April 1, 2012
ARTICLE I: ORGANIZATION AND OBJECT
Section 1 – Name
1. The name of the Corporation shall be “Peace Haven Civic Association, Inc.” For designation purposes, it is referred to in the By-Laws as the Association.
Section 2 – Object
1. The purpose for which the Association is formed is not to make a profit, but to own, establish, maintain, and operate a social, civic, and recreational organization with club facilities, tennis courts, swimming pool, and other such recreation facilities as may from time to time be determined necessary and expedient by the Board of Directors of the Association, hereinafter referred to as the Board.
Section 3 – Location
1. 420 Hearthside Drive, Winston-Salem, North Carolina.
Section 4 – Fiscal Year
1. The fiscal year of the Association shall be 1 January through 31 December.
ARTICLE II: MEMBERSHIP
Section 1 – Classes
1. The Membership in the Association shall consist of the following classes:
2. The total of all classes of membership shall be limited to 300 memberships.
Section 2 – Regular Members
1. Regular membership, as approved under Article VI, Section 1, shall be restricted to bona fide residents of the geographical area shown on the map (Attachment A).
2. Regular members shall pay the initial membership fee and all other dues and fees as established by the Board and shall be entitled to all privileges of the Association. No person shall hold more than one membership. page
3. Regular membership shall apply to one (1) household. Each membership (household) shall be entitled to two votes at any Association meeting or in any Association election. In the event a regular membership is held by a single head of household, said head of household shall be entitled to cast both votes inherent in that membership. Each regular member shall be entitled to serve on
4. Any other person who lives in the household and claims it as their primary residence may use the facilities in accordance with all rules and regulations.
5. The class of regular members shall be unlimited so long as the total number of memberships, established in Article II, Section 1, Paragraph 2, is not exceeded.
Section 3 – Associate Members
1. Associate memberships shall be available to single, independent children of regular, senior, and nonresident members. Associate membership shall expire at age 25, at which time the associate member may apply for regular membership.
2. Associate members shall pay such fees and annual dues as established by the Board. They shall be entitled to all privileges of the Association facilities, but shall not be eligible to vote or serve on the Board.
3. The class of Associate members shall be limited to twenty-five (25).
Section 4 – Senior Members
1. Senior membership shall be limited to those without any member of the household under the age of 19. They shall meet all other requirements of regular membership.
2. Annual dues for senior members shall be set by the Board of Directors at no less than half of the dues for regular members. Senior members shall be entitled to all rights and privileges of the Association facilities.
3. The class of senior members shall be limited to forty-five (45).
Section 5 – Nonresident Members
1. The class of nonresident members shall be comprised of two categories, each to enjoy all rights and privileges of regular members (except the Home Ownership Option, which shall not be applicable to this class of membership).
a. Category I – Current members in good standing who move out of the boundaries of the Association, as specified on the map (Attachment A).
b. Category II – Any person living outside the boundaries of the Association (see map, Attachment A) who joins the pool subject to the following provisions: 1) the Board shall determine on an annual basis the number of membership slots for this category, and 2) the process for member approval will follow the procedures for election of members as found in Article VI, Section 1. There is no residential requirement for this category.
2. The class of nonresident members shall be unlimited so long as the total number of memberships, established in Article II, Section 1, Paragraph 2, is not exceeded.
3. In the event that the total membership capacity is reached, priority for election of new members shall go to resident applicants over nonresident applicants.
4. Residence boundary restrictions apply only to election of new members. No current member in good standing shall be expelled from the Association, or lose any rights or privileges, on the basis of non-residence.
Section 6 – Membership Certificates
1. Upon election to membership, and upon payment of initial fee and annual dues, each membership shall be issued a membership certificate of a form selected by the Board.
Section 7 – Dues
1. The Treasurer shall mail to each membership, not later than April 1 of each year, a statement of annual dues for that year. Said dues must be paid in full before May 1 or the membership shall be considered in arrears, except as described in Paragraph 4, following. A penalty of 10% of the annual dues shall be assessed against all memberships in arrears on May 1.
2. Any membership in arrears for a period of thirty (30) days shall, without further action of the Board, at once be deemed automatically suspended and denied the privileges of the Association. Additional penalties of 10% of amount then due (including dues and previous penalties) shall be assessed upon memberships in arrears on June 1 and July 1.
3. Any members in arrears for ninety (90) days shall be called before the Board to show cause why they shall not be subject to expulsion from the Association as detailed in Section 9, following.
4. A member shall not be considered in arrears if, in a case of hardship, a payment arrangement has been made prior to May 1. Such agreement and payment plan shall be approved at the sole discretion of the Board and shall require full payment prior to the close of the pool season.
5. Annual dues for new members shall be prorated based on the time remaining in the current pool season. The pool season is considered to begin on Memorial Day weekend and end on Labor Day. The pro-ration shall be as follows:
a. Memorial Day weekend through June 30: full payment.
b. July 1 through July 31: two-thirds (2/3) of full payment.
c. August 1 through Labor Day: one-third (1/3) of full payment.
d. New members joining outside of the time periods stated above shall be entitled to all membership privileges by paying the initial membership fee. These members will be required to pay the full annual dues for the pool season immediately following the date of payment of the initial fee.
6. Annual dues for members serving on the Board of Directors (as of April 1) will be set at one-third (1/3) of the annual dues established by the Treasurer and the Board for regular membership. Any serving member of the Board vacating office for any reason during the period of May 1 through October 31 will be required to pay the balance of the regular membership annual dues immediately,
with consideration of Article II, Section 10, Paragraph 2.
Section 8 – Member Responsibility
1. All regular, senior, and nonresident members shall be responsible for the conduct of and damages or expenses incurred by all household members, associate members, and guests.
Section 9 – Reprimand, Suspension, and Expulsion
1. The Board has the authority to privately discipline or to publicly reprimand, suspend, or expel any member for cause, as provided in Article III, Section 2, Paragraph 2b. Such cause may consist of the violation of any By-Laws or Rules of the Association, or of conduct which, in the opinion of the Board,
is prejudicial to the Association’s welfare or to the good order and discipline therein or upon its premises, or any improper usage of the Association or its property.
2. Public reprimand, suspension, or expulsion of any member for any cause, including delinquency, shall not be made by the Board until the member shall have had an opportunity to present a defense. One week’s written notice specifying the time and place the Board will consider the charges, accompanied by a written specification thereof, shall be considered as affording such member sufficient opportunity to present his defense.
Section 10 – Termination of Membership
1. A member wishing to terminate his membership in the Association shall so notify the Membership Director in writing. The Membership Director will note the date such notification is received on a “Membership Redemption List”.
2. Refunds of annual dues shall be prorated for terminating members based on the time elapsed in the current pool season. The pro-ration shall be as follows:
a. Members terminating after the payment of dues but before Memorial Day weekend shall be entitled to a full refund.
b. Members terminating from Memorial Day weekend through June 30 shall be entitled to a two-thirds (2/3) refund of annual dues.
c. Members terminating from July 1 through July 31 shall be entitled to one third (1/3) refund of annual dues.
d. Members terminating at times other than those stated above shall not be entitled to a refund of annual dues.
3. Refunds of membership purchase price shall be given at the time of redemption as follows:
a. Memberships obtained on or before Apri1 30, 1972 shall receive a full refund of membership purchase.
b. Memberships obtained between May 1, 1972 and December 31, 1974 shall receive a two-thirds (2/3) refund of membership purchase.
c. Memberships obtained between January 1, 1975 and December 31, 1989 shall receive a one-half (1/2) refund of membership purchase.
d. No membership obtained on or after January 1, 1990 is entitled to any refund of any portion of the initial membership fee.
4. No membership shall be redeemed unless all dues and fees are paid current to the notification date in Paragraph 1 above.
5. If membership is terminated for any reason (whether voluntary, following a leave of absence, or otherwise), any future decision to rejoin the Association shall require full payment of the initial joining fee.
Section 11 – Leave of Absence
1. Members who joined on or before December 31, 2010, and paid the joining fee required at that time shall be entitled to a one-time, one-year leave of absence without sacrificing any privileges associated with having paid said joining fee. Members on leave are not entitled to use the facilities, serve on the Board, or vote in any election. Following the leave of absence, the member must renew for the subsequent year or forfeit any privileges associated with said fee.
2. The Board may, at its sole discretion, offer more than one leave of absence for members serving in the military.
Section 12 – Sale or Lease of Home
1. Regular and senior active members who sell their home in the residential area (see Attachment A) may request from the Board that their membership slot be offered first to the buyer upon the sale of their residence. The request by this member must: 1) be made in writing to the Board prior to the day of closing, 2) be accompanied by the appropriate application forms from the buyer (including initial new member fees, current annual dues, etc.), and 3) include a letter of resignation from the member seller, with the date of seller’s membership termination the same as buyer’s membership commencement. Membership approval will follow normal procedures as specified under Article VI, Section 1 for regular members.
2. In the event a member shall lease his home, the Lessee may be granted the privileges of the membership if approved in writing by the Board. Lessee shall not have the right to vote the membership; such right shall remain vested in the membership holders, who shall also be responsible for all dues, fees, and other charges against the membership. The membership holder shall be responsible for the conduct of and any damages by the Lessee. In no event shall a Lessee enjoy the privileges of such membership for a period longer than three (3) years. At the end of three years, the member will be deemed to have terminated his membership, and the Lessee will then be eligible to apply for membership under the provisions of Article VI, Section 1.
ARTICLE III: BOARD OF DIRECTORS
Section 1 – Organization
1. The entire management of the Association and its affairs, properties, and assets are vested in a Board of Directors, consisting of twelve (12) regular, senior, or nonresident members of the Association, elected as provided in Article VI, Section 2, subject to the mandates of the voting members.
2. Directors shall serve for a term of three years. Membership of the Board shall be divided into three groups; the term of only one group shall expire in any given year.
3. Any Director wishing to serve an additional term must be re-elected by the procedure provided in Article VI, Section 2.
4. There shall be no limit to tenure as a Director, except that the office of President shall be limited to a maximum of three (3) consecutive years.
5. The office of any Director failing to attend in person three (3) consecutive regular or called meetings of the Board shall be deemed vacant. Said vacancy shall be filled according to procedures given in Article VI, Section 2.
6. Each Director is subject to recall by two-thirds (2/3) of the membership of the Association. Said vacancy shall be filled according to procedures given in Article VI, Section 2.
Section 2 – Powers
1. All decisions of the Board shall be by majority vote, a quorum being present, as provided in Article VII, Section 6, except where otherwise provided.
2. In addition to any and all powers conferred upon the Board by law, and by the Articles of Incorporation of the Corporation, these By-Laws, without in any manner or degree abrogating, limiting, or modifying any such powers, grant to the Board the following authority:
a. To set forth the terms and conditions upon which a person may be accepted to membership: to examine and judge the qualifications of each applicant for membership, being hereby granted full and final authority to accept or reject any such membership application, in accordance with Article VI,
b. To hear and determine charges made against any member, full and final authority being hereby granted to reprimand, suspend, and/or expel any member in accordance with Article II, Section 9. Any member may be privately disciplined for cause upon the affirmative vote of a majority of
the Board, but public reprimand, suspension, or expulsion shall require the affirmative vote of 9 of the 12 Directors.
c. To determine initial new member fees and annual dues.
d. To make, alter, or amend Association Rules and provide penalties for infractions of the Rules and By-Laws, as prescribed in Article VIII.
e. To endeavor to obtain desirable prospective members and new applications whenever membership openings are avai1ab1e or in prospect. To publicize the advantages of Association membership in any way deemed advisable, and to purchase necessary advertising matter, application forms, and other
f. To make or authorize the purchase of services, materials, or supplies and to contract for whatever may be reasonably required in the operation and maintenance of the Association, and to make such alterations and improvements in the property of the Association and in the Association facilities where such action, in their discretion, is necessary or expedient. The aforementioned powers shall be governed by the following:
1. Any single expenditure up to and including $1,000.00 within a particular expense account budget shall be permissible to be made at the discretion of the Director responsible for such expense account
2. Any single proposed expenditure between $1,000.00 and $l0,000.00 shall be approved by Board decision after review of competing bids.
3. Any single proposed expenditure of $10,000.00 or more shall require a two-thirds (2/3) majority of those members voting in person or by authorized ballot, and such proposal to the membership shall state the activity, estimated amount of funds needed, method of payment (whether by current funds on hand or by borrowing), and the exact length of term and estimated interest rate for borrowed amounts. Furthermore, any membership-approved expenditure of $l0,000.00 or more shall be effected by requesting at least three (3) competitive bids, of which the winning
bid will be awarded by Board decision.
4. The provisions in numbers (2) and (3) above shall not be applicable to maintenance requiring immediate action to effect continued operation or maintenance that would, in the case of disaster or catastrophe, prevent additional damage to any Association facilities. Such expenditure shall
be required to be effected by Board decision.
5. The provisions in numbers (2) and (3) above shall not be applicable to a pool management contract, which shall be approved annually by a majority vote of the Directors. Three (3) competitive bids for pool management shall be reviewed at least every third (3rd) year.
g. To hold annual elections for new Directors as specified in Article VI, Section 2.
h. To hold election for or appoint a Director in the event of a recall, resignation, or other vacancy on Board, as specified in Article VI, Section 2, Paragraphs 5 and 6.
i. To form such Committees as in their judgment are necessary for the proper management of the Association, and to define and delegate the duties and powers of such Committees, as specified in Article V.
j. To appoint delegates to various associations.
k. To remove a Director from the Board for cause.
l. To direct the President to call special meetings of the Association in accordance with Article VII, Section 2.
m. To employ at any time one or more Certified Public Accountants, not necessarily members of the Association, to audit the books of the Association or of any officer, employee, committee, or agent thereof.
n. To approve the employment of such professional or other assistance as it may deem necessary in the proper promotion, improvement, and management of the Association. Such employment includes but is not limited to pool management services and lifeguards.
o. To annually approve a budget for the maintenance and operation of the Association and all of its activities.
p. To provide a faithful performance bond for the Treasurer if, in the opinion of the Board, such bond is in the best interest of the Association.
ARTICLE IV: OFFICERS AND DIRECTORS
Section 1 – Titles of Officers
1. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer, elected as provided in Article VI, Section 2.
2. One person may not concurrently hold two of the offices specified in Article IV, Section 1, Paragraph 1.
Section 2 – Duties of the President
1. The President shall be the Chief Executive Officer of the Corporation, performing any and all 1ega1 duties under the Articles of Incorporation and incident to the corporate office of President.
2. He shall preside at all meetings of the Association and of the Board of Directors.
3. He shall call special meetings of the members of the Association and shall, with the approval of the Board, have the right to appoint or employ all officers, employees, and servants not otherwise herein provided for.
4. With the approval of the Board of Directors, he shall appoint all committees, select the Chairman of each committee, and fi1l any vacancies in such committees by appointment. He shall be an ex officio member of all such committees.
5. He shall make annual reports to the Directors and members.
6. With the Secretary, and in his capacity as Chief Executive Officer of the Corporation, he shall sign all written contracts, obligations, and instruments of the Association, and shall have charge of the general supervision and control of the Association and its management.
7. He shall perform all other such duties as may be proper1y required of him by the Board.
Section 3 – Duties of the Vice President
1. In the absence of the President, the Vice President shall perform all duties of the President. If the office of President shall become vacant, the Vice President shall hold the office of President until the next election.
2. He shall perform any and all duties assigned to him by the President or the Board.
Section 4 – Duties of the Secretary
1. The Secretary shall perform any and all legal duties under the Articles of Incorporation and incident to the corporate office of Secretary.
2. He shall sign or countersign all such instruments as may require his signature as a corporate officer of the Association.
3. He shall conduct or cause to be conducted all official correspondence of the Association, and shall see that such correspondence is properly preserved and filed until otherwise disposed of by the Board.
4. He shall issue or cause to be issued all notices of meetings of members or Directors, and shall keep the minutes and records thereof.
5. He shall administrate all elections, including the regular and special election of all Directors as well as all business of the Corporation requiring a vote by the general membership. He shall maintain records of the election, resignation, and recall of all Directors.
6. He shall be responsible for posting all Association notices on any place on the Association premises as may be designated by the Board.
7. Documents and records of the Corporation deposited in a safe deposit box or held by any custodian may be presented for perusal only to such persons who may have 1egitimate need for this information. Documents will be handled only by the Secretary, who shall be the Custodian. He shall act solely on the recommendations of the Board of Directors in these matters.
8. He shall perform all other such duties as may be proper1y required of him by the Board.
Section 5 – Duties of the Treasurer
1. The Treasurer shall perform any and all 1ega1 duties under the Articles of Incorporation and incident to the corporate office of Treasurer.
2. With the approval of the Board, he shall have general supervision of the financial affairs of the Association and advise the Board on financial decisions and policies. He shall consider recommendations for expenditures from other Board members and shall execute these as approved or disapproved by the Board. In formulating rules and regulations, any action taken must be approved by the Board.
3. He shall sign or countersign all such instruments as may require his signature as a corporate officer.
4. He shall be the custodian of all Association funds. He shall collect fees and dues from members, and shall by letter or otherwise regular1y advise delinquents of their unpaid indebtedness. He shall deposit all funds in a depository designated by the Board.
5. He shall disburse Association funds as authorized by the Board.
6. He shall keep or cause to be kept proper records of all sums collected and dispersed, and complete all regu1ar accounts in accordance with a system satisfactory to the Board of Directors.
7. He shall report monthly to the Board, giving complete information as to the financial conditions of the Association. Before the end of each fisca1 year, he shall prepare and present to the Board a proposed budget of expenditures for the ensuing year. At the Annual Meeting of members, he shall submit a complete and comprehensive statement of the Association’s financial affairs.
8. He shall perform all other such duties as may be properly assigned to him by the Board.
Section 6 – Titles of Other Directors
1. The remaining 8 Directors shall be in charge of membership, pool facilities, grounds, tennis, swim team (2), social events, and vending.
Section 7 – Duties of Other Directors
The Membership Director, with approval of the Board, shall:
a. Keep or cause to be kept a Corporation membership record book in which shall be entered an accurate history of a11 members, including:
1. An accurate listings of all members’ names, home addresses, telephone numbers, and email addresses.
2. Dates of election to membership as well as resignations, leaves of absence, forfeitures, suspensions, and expulsions.
3. A Membership Redemption List, including dates that notification is received and an accounting of all refunds paid or pending as outlined in Article II, Sections 7 and 10.
b) Notify or cause to be notified in writing each applicant of his election or rejection to membership. He shall sign and issue all membership certificates and distribute facility keys.
c) With the approval of the Board, formu1ate proper rules for receiving,
reviewing, and making decisions on membership applications, for
maintaining membership records, and for his own functioning as a Director.
The Pool Facilities Director, with approval of the Board, shall have complete charge of the pool facilities, equipment house, bath house, and all areas enclosed by the pool fence. He shall recommend to the Board the purchase of all tools, machinery, articles, and supplies. With approval of the Board, he shall formulate rules governing operation and maintenance of the pool facilities, and governing his own function as a Director.
The Grounds Director, with approval of the Board, shall have full charge of the grounds, including all trees, shrubbery, vines, flower beds, roads, walks, and paths on the Association property. He shall recommend to the Board the purchase of too1s, machinery, artic1es, and supp1ies, and shall employ and supervise any approved personnel necessary in the performance of his function. With approval of the Board, he shall formulate rules governing the use of the grounds by members and guests, and governing his own functioning as a Director.
The Tennis Director, with approval of the Board, shall have complete charge of the tennis facilities. He shall recommend to the Board the purchase of all tools, machinery, articles, and supp1ies. With approval of the Board, he shall formulate rules governing tennis lessons and activities for which he has responsibility, and for governing his own function as a Director.
The Swim Team Directors (2), with the approval of the Board, shall represent the Association at meetings of the swim league, hire and manage swim team coaches, and manage and oversee all operations of the swim team, including hosting meets as specified by the swim league. They shall be responsible for managing all swim team monies as approved by the Treasurer and the Board. Two Directors shall govern the swim team, and they shall not be elected in the same year, except when required due to resignation, recall, etc. With approval of the Board, they sha11 formulate rules governing the operation of the swim team, and governing their own function as Directors.
The Social Director, with the approval of the Board, shall have charge of all Association entertainment and other social events. He shall be responsible for the attendance at all Association functions, seeing to it that members are notified of events and that only those persons entitled to attend are admitted. He shall have charge of all preparations for any function, including food, decorations, announcements, etc. With approval of the Board, he sha11 formulate rules governing recreationa1 activities for which he has responsibility, and governing his own function as a Director.
The Vending Director, with the approval of the Board, shall have full charge of all food vending, such as a vending machine or snack bar. He shall recommend to the Board the purchase of food, drinks, and supplies as well as any maintenance needs. With approval of the Board, he shall formulate rules governing the use of any vending services or facilities by members and guests,
and governing his own function as a Director.
Section 8 – Compensation
1. No salary or compensation, shall be paid to any Officer or Director of the Association, other than the reduction in membership dues as outlined in Article II, Section 7, Paragraph 7.
ARTICLE V: COMMITTEES
Section 1 – Formation and General Rules
1. Committees shall be appointed as needed by the President subject to approval of the Board, except where otherwise provided, in accordance with Article IV, Section 2, Paragraph 4.
2. Each committee shall be composed of as many members as the President deems necessary. Committee appointments may be for one year or less at the discretion of the Board.
3. Vacancies in committees sha11 be fi11ed by appointment by the President, as provided in Article IV, Section 2, Paragraph 4.
4. No committee shall have the right to obligate the Association in any way or in any sum without Board approval.
5. All committees shall report on their activity to the Board whenever requested, and are at all times under the direct supervision and control of the Board, having only such authority as is specifically defined herein and as may be delegated to them by the Board.
ARTICLE VI: ELECTIONS
Section 1 – Members
1. Any person who may desire membership in the Association shall present or cause to be presented to the Board an app1ication on the form approved and supplied by the Membership Director.
2. As soon as such application shall have been received, it shall be referred to the Membership Director, who will investigate the applicant’s qualifications for membership and report to the Board.
3. Every applicant approved by the Membership Director shall be considered at the next meeting of the Board.
4. No applicant shall be considered a member until he has been elected to membership by the Board, and has paid the necessary requirements for initial membership fees and annual dues.
Section 2 – Directors
1. At least 45 days prior to the Annual Meeting of the Association, the Board shall notify the membership with a call for nominations for all openings on the Board. Nominations, including self-nominations, may be made by any voting member of the Association.
2. The President, or in his absence the Vice President, may at his discretion appoint a Nominating Committee to prepare the slate of candidates for election to the Board.
3. An election ballot shall be prepared by the Board or Nominating Committee and presented to the general membership at least 14 days before the Annual Meeting. Ballots may be distributed by mail and/or electronically, as determined by the Board, provided that all members of the Association are provided with a ballot and have means to vote.
4. Candidates shall be elected by a majority of votes returned by a date specified by the Board or Nominating Committee. Elected Directors shall be announced at the Annual Meeting of the Association and shall begin their term at such time.
5. If the office of President becomes vacant for any reason, the Vice President shall immediately assume the role of President for the remainder of the unexpired term, and a new Vice President shall be elected or appointed according to Paragraph 6 below.
6. In the event of a recall, incapacity to serve, resignation, etc., of any Director other than President, a new Director shall be elected by the members of the Association within thirty (30) days to fulfill the unexpired term. If a Director shall not have been elected by the thirty-first day, the incumbent Board may appoint a member of the Association to be a member of the Board.
ARTICLE VII: MEETINGS
Section 1 – Annual Association Meeting
1. The Annual Meeting of the Association shall be held during the month of September of each year, at such time and place as the Board shall designate, for the announcement of newly elected Directors and for the transaction of other business that may be properly brought before the meeting for action.
2. Notice of this Annual Meeting shall be given by the Secretary to each member holding membership and being in good standing at least 10 days before the date of the meeting.
Section 2 – Special Association Meetings
1. Special meetings of the Association shall be called by the President, acting either on behalf of the Board or upon the written application of twenty-five (25) voting members, not in arrears, filed with the Secretary. Special meetings shall be held at such time and place as determined by the Board.
2. Notice giving the time and place of the meeting, and stating the nature of the business to be transacted, shall be sent by the Secretary to each member of the Association at least 10 days prior to the meeting.
3. At such meeting, no other business other than that stated may be transacted.
Section 3 – Regular Board Meetings
1. Regular meetings of the Board shall be held monthly, at such time and place as the Board shall designate, and on such dates as shall be designated by the Board.
2. The first meeting for newly elected Directors shall be the September meeting coinciding with the Annual Meeting of the Association.
Section 4 – Special Board Meetings
1. Special meetings of the Board shall be called by the President, acting either on his own initiative or upon written application of seven (7) members of the Board, such meetings to be held at such time and place as the President shall designate.
2. Notice of such special meetings of the Board shall be given to all Directors not less than five (5) days before the date of such meeting, and shall state the purpose thereof.
Section 5 – Quorum at Association Meetings
1. Members present at an Association meeting sha11 constitute a quorum, provided that all members shall have been notified as provided in Article VII, Sections 1 and 2.
Section 6 – Quorum at Board Meetings
1. A quorum at any meeting of the Board sha11 consist of seven (7) Directors, except in expulsion proceedings when the quorum shall be twelve (12) Directors.
Section 7 – Order of Business at Association Meetings
1. The Order of Business at the Annual Meetings of the Association sha11 be as follows: Call to order, reading and disposal of any unapproved minutes, announcement of newly elected Directors, reports of Officers and Committees, unfinished business, new business, and adjournment.
Section 8 – Order of Business at Board Meetings
1. The order of business at each regular Board meeting shall be as follows: Call to order, reading and disposal of any unapproved minutes, report of Officers and Committees, unfinished business, new business, and adjournment.
Section 9 – Parliamentary Authority
1. In the conduct of all meetings, either Association or Board, Robert’s Rules of Order Revised shall govern, except where inconsistent with these By-Laws.
ARTICLE VIII: ASSOCIATION RULES
Section 1 – Formulation
1. All Association Rules governing members, guests, officers, directors, committees, and employees shall be formulated by the Board. All Association rules shall be subject to annual review (see Artic1e III, Section 2, Paragraph 2f).
Section 2 – Publication
1. Copies of Association Rules shall be posted in conspicuous places in the pool area and about the Association grounds, and the Membership Director or Secretary shall distribute such copies, together with copies of the By-Laws and any and all future amendments thereto, to all members of the Association.
Section 3 – Enforcement and Penalties
1. Each Director and Committee shall be primarily responsible for the enforcement of such Association Rules and By-Laws as relate to his particular function and, with the Board’s approval, shall prescribe such penalties and levy such fines for infractions as he deems just and proper.
Section 4 – Appeal
1. Any member shall have the right to appeal to the Board regarding the decision of any Director or Committee with respect to its interpretation and enforcement of any Rule or By-Law, and the Board’s decisions in all such matters shall be final.
ARTICLE IX: COMPLAINTS
Section 1 – Registering Complaints
1. Any complaint made by a member regarding the conduct of another member or guest, or the conduct or performance of any Officer, Director, Committee member, or any servant or other employee of the Association, or regarding any phase of the operation of any Association facility, shall be submitted in writing by such complaining member to the Secretary, who shall transmit it to the Board for final decision and disposition.
ARTICLE X: BY-LAWS REVISION, AMENDMENT, AND INTERPRETATION
Section 1 – Procedure for Revising or Amending
1. These By-Laws may be revised or amended by a two-thirds (2/3) majority of those members voting, by a ballot authorized by the Board, provided that a copy of each proposed revision or amendment shall have been distributed to each member at least 10 days prior to such vote.
2. Sections of By-Laws defining quorum may only be amended by substitution. Other sections may be amended by addition, deletion, or substitution.
Section 2 – Interpretation
1. The Board shall decide all questions of interpretation of the By-Laws.
ARTICLE XI: FINANCIAL LIABILITY
Section 1 – Property Liability
1. The Association assumes no responsibility for, and no member or guest of a member can have a claim against the Association for, loss or damage to property of members or guests of members which may be brought onto or left on Association property.
Section 2 – Personal Liability
1. The Association assumes no responsibility for, and no member or guest of a member can have a claim against the Association for, any accident or injury to any person.
Section 3 – Indemnification of Directors and Officers
1. Each person who acts as Director or Officer of the Association shall be indemnified by the Association against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of his being or having been a
Director or Officer of the Association, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be 1iable for gross neg1igence or wi11ful misconduct, and except any sum paid for the Association in settlement of any action, suit, or proceeding based on gross
negligence or willful misconduct in the performance of his duties.
2. The right of indemnification provided herein shall inure to each Director and Officer referred to in Paragraph 1 above, whether or not he is such Director and Officer at the time such costs or expenses are imposed or incurred, and in the event of his death shall extend to his legal representatives.