By-Laws, Peace Haven Civic Association, 9/1/2025

Approved by member vote 8/30/2025

Amended by member vote 11/27/2025

ARTICLE I: ORGANIZATION AND OBJECT

Section 1 – Name

The name of the Corporation shall be “Peace Haven Civic Association, Inc.”  For designation purposes, it is referred to in the By-Laws as “PHCA”.

Section 2 – Object

The purpose for which PHCA 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 pools, and other such recreation facilities as may be determined necessary and expedient by the Board of Directors of PHCA, hereinafter referred to as the “Board” or “Board of Directors”.

Section 3 – Location

420 Hearthside Drive, Winston-Salem, North Carolina

Section 4 – Fiscal Year

The fiscal year of PHCA shall be January 1 through December 31.

ARTICLE II: MEMBERSHIP ACCOUNT TYPES

Section I – Account Types

The total number of membership accounts shall be limited to 320.

The Membership Account Types of PHCA shall consist of the following:

1. Regular
2. Senior
3. Non-Resident
4. Honorary Membership
5. Aging Out Swim Team Membership

Section 2 – Regular Membership Accounts

The category of Regular Membership Accounts shall be unlimited so long as the total number of memberships is not exceeded.

Regular Membership Accounts shall apply to one (1) household. All members listed on the account must reside in or claim the household address as their primary residence.

1. Shall be restricted to bona fide residents of the geographical area shown on the map (Attachment A).
2. Shall pay the initiation fee and all other dues and fees as established by the Board.
3. Shall be entitled to all privileges and use of PHCA facilities in accordance with all rules and regulations.
4. Shall be entitled to add-on a caretaker / houseguest.
5. Shall be entitled to take one (1) Leave of Absence for a period of one (1) year without forfeiting their membership status.
6. Shall be entitled to two votes at any PHCA meeting or in any PHCA election.
7. Shall be entitled to serve on the Board.

Section 3 – Senior Membership Accounts

The category of Senior Membership Accounts shall be limited to forty-five (45).

Senior Membership Accounts shall apply to one (1) household and are limited to those without any member of the household under the age of 19. All members listed on the account must reside in or claim the household address as their primary residence.

1. Shall be restricted to bona fide residents of the geographical area shown on the map (Attachment A).
2. Shall pay the initiation fee and all other dues and fees as established by the Board.
3. Shall be entitled to all privileges and use of PHCA facilities in accordance with all rules and regulations.
4. Shall be entitled to add-on a caretaker / houseguest.
5. Shall be entitled to take one (1) Leave of Absence for a period of one (1) year without forfeiting their membership status.
6. Shall be entitled to two votes at any PHCA meeting or in any PHCA election.
7. Shall be entitled to serve on the Board.

Section 4 – Nonresident Membership Accounts

The category of nonresident members shall be unlimited so long as the total number of memberships is not exceeded.

Nonresident Membership Accounts can be either a Regular or Senior Membership type and shall apply to one (1) household. Nonresident Membership Accounts shall meet all requirements of Regular Membership (Section 2) and Senior Membership (Section 3).

1. Shall consist of members who live outside of the geographical area shown on the map (Attachment A).
2. Shall meet one of the two categories:
   1. A current “resident” member in good standing who moves out of the boundaries as shown on the map (Attachment A)
   2. Any person living outside the boundaries of the map (Attachment A).
3. In the event that the total membership capacity is reached, priority for election of new members shall go to the resident applicants over nonresident applicants.
4. Residence boundary restrictions apply only to the election of new members. No current member in good standing shall be expelled from PHCA, or lose any rights or privileges, on the basis of non-residence.
5. Shall pay the initiation fee and all other dues and fees as established by the Board.
6. Shall be entitled to all privileges and use of PHCA facilities in accordance with all rules and regulations.
7. Shall be entitled to add-on a caretaker / houseguest.
8. Shall be entitled to take one (1) Leave of Absence for a period of one (1) year without forfeiting their membership status.
9. Shall be entitled to two votes at any PHCA meeting or in any PHCA election.
10. Shall be entitled to serve on the Board

Section 5 – Honorary Membership

The category of Honorary Membership Accounts shall be limited to a total of three (3).

Honorary Membership Accounts shall apply to one (1) household. All members listed on the account must reside in or claim the household address as their primary residence.

1. An Honorary Membership shall be given at board discretion with a majority of ten (10) board member votes.
2. Honorary Memberships do not count towards the 300 member account total of PHCA.
3. Honorary Memberships do not expire unless the recipient or spouse forfeits the membership.
4. Honorary Memberships will transfer to the recipient’s spouse.
5. Honorary Memberships will not transfer to the recipient’s children.
6. Honorary Memberships are not able to serve on the Board.
7. Honorary Memberships are not able to vote at any PHCA meeting or in any PHCA election.
8. The Board reserves the right to provide special circumstances regarding Honorary Memberships.

Section 6 – Aging Out Swim Team Membership

Aging Out Swim Team Membership Accounts shall apply to one (1) household and will include only the senior Swim Team participant who lives in the household.

1. An Aging Out Swim Team Membership shall be given at board discretion.
2. Aging Out Swim Team Memberships do not count towards the 300 member account total of PHCA.
3. To qualify for an Aging OutSwim Team Membership, the swimmer must be entering their final year of swim team and has been swimming for PHCA swim team for a minimum of three (3) years.
4. Aging Out Swim Team Memberships shall expire at the completion of the swimmer’s final year of swim team.
5. Aging Out Swim Team Memberships are not afforded use of any facilities other than swim team related practices, meets, and events.
6. Aging Out Swim Team Memberships are not able to serve on the Board.
7. Aging Out Swim Team Memberships are not able to vote at any PHCA meeting or in any PHCA election.
8. Aging Out Swim Team Memberships are still required to pay any swim team participation fees.

ARTICLE III – MEMBER CLASSIFICATIONS

The Member Classifications of PHCA shall consist of the following:.

1. Primary
2. Co-Primary
3. Dependent
4. Houseguest / Caretaker

Section 1: Primary

1. Primary Account Holder In Household
2. Name, Current Phone Number, Current Address, and Current Email Address Required
3. Ability to register / rsvp for member activities
4. Ability to manage account balances / credits / purchases on account

Section 2: Co-Primary

1. Secondary Adult / Spouse In Household
2. Name, Current Phone Number, Current Address, and Current Email Address Required
3. Ability to register / rsvp for member events
4. Ability to manage account balances / credits / purchases on account

Section 3: Dependent

1. No additional annual charge is applied for dependents and will remain on account season to season.
2. Children who live in the household or who are in college and claim the household as their primary residence
3. Grandparents or other adult family members who live in the household

Section 4: Houseguest / Caretaker

1. An additional annual fee will be applied.
2. The Primary Member must add any Houseguests / Caretakers prior to each pool season.
3. Nanny or Babysitter
4. Family member who does not have a permanent residence in the Primary’s household
5. Adult children 24 or older who do not have a permanent residence in the Primary’s household.
6. Houseguest/Caretaker will be removed from the account at the end of each season

Section 5: Exceptions

1. The board reserves the right to grant exceptions with a majority quorum vote to the above mentioned member classifications.
2. In the event a member would like consideration for an exception, the request must be made in writing to the President and Membership Director.  Following a board discussion and vote, the Membership Director will notify the member of the decision.

ARTICLE IV – MEMBER DUES & FEES

Section 1: Initiation Fees

1. The Board of Directors will review and approve the Initiation Fee amounts for the upcoming season each year prior to approving the annual budget.
2. New members will be required to pay a one-time initiation fee upon approval of their membership.
3. The Initiation Fee is non-refundable.
4. In the event a member does not return after a Leave of Absence or terminates their membership and decides to reapply for a membership, they will be required to pay the Initiation Fee again at time of approval.
5. The board reserves the right to waive initiation fees by a majority quorum vote.

Section 2: Annual Dues For General Membership

1. The Board of Directors will review and approve the Annual Dues amounts for the upcoming season each year prior to approving the annual budget.
2. Invoices detailing annual dues will be sent to members no later than February 1 of each year. Said dues must be paid in full before March 15  or the membership shall be considered in arrears.
3. Current Members will have priority of renewing their annual membership. If membership fee is not paid by April 1, they forfeit their spot to any person on the waitlist.
4. A current member shall not be considered in arrears if, in a case of hardship, a payment arrangement has been made prior to April 1. Such agreement and payment plan shall be approved at the sole discretion of the Board. Members must make a request for consideration in writing to the Membership Director and / or President prior to April 1. At that time the request will be discussed by the board and the Membership Director and / or President will notify the member once a decision has been made.
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 opening day and end on closing day. The pro-ration shall be as follows:
   1. Opening Day through June 30: Full payment plus initiation fee.
   2. July 1 through July 31: Two-thirds (2/3) of full payment plus initiation fee.
   3. August 1 through Closing Day: One-third (1/3) of full payment plus initiation fee.
6. New members joining outside of the time periods stated above shall be entitled to all membership privileges. These members will be required to pay the full annual dues for the pool season as well as the initiation fee.

Section 3: Annual Dues For Board Members

1. 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.
2. Any serving member of the Board vacating office for any reason during the period of May 1 through August 31 will be required to pay the balance of the regular membership annual dues immediately, with consideration of Article V, Section 4, Paragraph 2.
3. On September 30 of each year following a completed pool season, board members will be reimbursed their annual dues for time served by Peace Haven Civic Association.

Section 4: Waitlist Fees

1. The Board of Directors will review and approve the Waitlist Fee amounts for the upcoming season each year prior to approving the annual budget.
2. Potential Members will be required to pay the Waitlist Fee at time of joining the waitlist.
3. The Waitlist Fee is non-refundable.
4. In the event a potential member is offered PHCA membership, their waitlist fee will be deducted from their Initiation Fee.

Section 5: Vending Account Fees

1. Members are afforded access to a vending account during the pool season.
2. Any and all balances left on the vending account at the end of the pool season need to be settled and paid in full by October 1.
3. In the event a vending balance is not settled in full by December 31, an additional $50 fee will be applied to the account.
4. In the event a vending balance is not settled in full by April 1st, the vending balance plus additional fees will be assigned to the membership dues payment at the time of renewal.
5. In the event a vending balance is not settled at the time of paying membership dues, the account will remain in “Unpaid” status and members will not be admitted into PHCA Pool Facilities until the balance is paid in full.

Section 6: Guest Fees

1. The Board of Directors will review and approve the Guest Fee amounts for the upcoming season each year prior to approving the annual budget.
2. PHCA’s Guest Policy will be reviewed and approved by the Board of Directors each year and will be posted on the website.
3. Members are afforded access to a guest fee account during the pool season.
4. Any and all balances left on the guest fee account at the end of the pool season need to be settled and paid in full by October 1.
5. In the event a guest fee balance is not settled in full by December 31, an additional $50 fee will be applied to the account.
6. In the event a guest fee balance is not settled in full by April 1st, the guest fee balance plus additional fees will be assigned to the membership dues payment at the time of renewal.
7. In the event a guest fee balance is not settled at the time of paying membership dues, the account will remain in “Unpaid” status and members will not be admitted into PHCA Pool Facilities until the balance is paid in full.

Section 7: Shelter Rental Fees

1. The Board of Directors will review and approve the Shelter Reservation Fee amounts for the upcoming season each year prior to approving the annual budget.
2. The Board of Directors shall review and approve Shelter Use and Reservation Rules and Policies annually.
3. Members are expected to follow PHCA’s Shelter Use and Reservation Rules and Policies.
4. Members who do not have a shelter reservation understand that at any time they can be asked to clear the area for a scheduled reservation.
5. Shelter Rental Fees are non-refundable.
6. The board does reserve the right to consider special circumstances relating to Shelter Rental fees.

Section 8: Other Facility Rental Fees

1. Other Facility Rentals include PHCA facilities outside of the pool fence.
2. The Board of Directors will review and approve the Other Facility Reservation Fee amounts for the upcoming season each year prior to approving the annual budget.
3. The Board of Directors shall review and approve Other Facility Reservation Rules and Policies annually.
4. Members are afforded access to reserve and use PHCA’s Facilities outside of pool season for their parties and gatherings.
5. Members are expected to follow PHCA’s Other Facility Reservation Rules and Policies.
6. Members who do not have an Other Facility Rental understand that at any time they can be asked to clear the area for a scheduled reservation.
7. Other Facility Rental Fees are non-refundable.
8. The board does reserve the right to consider special circumstances relating to Other Facility Rental fees.

Section 9: Swim Team Fees

1. The Board of Directors will review and approve Swim Team Fee amounts for the upcoming season each year prior to approving the annual budget.
2. The Board of Directors shall review and approve Swim Team Rules and Policies annually.
3. All members who participate in PHCA’s Swim Team must pay their dues in full prior to registering for the Swim Team season.
4. The board does reserve the right to consider special circumstances relating to Swim Team fees.
5. Members are expected to follow PHCA’s Swim Team Rules and Policies.

Section 10: Additional Fees

1. Members understand that PHCA’s Board of Directors are within their rights to add additional fees to member accounts.
2. These could include but are not limited to Assessments, Capital Improvements, Late Payment Fees, etc.
3. Any additional fees require ten (10) board votes.

ARTICLE V – MEMBER RESPONSIBILITIES

All regular, senior, and nonresident members are responsible for the conduct of and damages or expenses incurred by all household members, Caretakers / Houseguests, and guests.

Section 1 – Reprimand, Suspension, and Expulsion

1. The Board has the authority to privately discipline or publicly reprimand, suspend, or expel any members for cause. Such cause may consist of the violation of any By-Laws or Rules of PHCA, or of conduct which, in the opinion of the Board, does not align with PHCA’s welfare or proper usage of its facilities 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.  A seven (7) day written notice specifying the time and place the Board will consider the charges, accompanied by a written specification, and affording such members sufficient opportunity to present their defense to the Board.

Section 2 – Termination of Membership

A member wishing to terminate their PHCA membership shall notify the Membership Director in writing.

1. 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:
   1. Members terminating after payment of dues but before opening day of the pool season shall be entitled to a full refund.
   2. Members terminating from Opening Day through July 31 shall be entitled to a two-thirds (⅔) refund of annual dues.
   3. Members terminating from August 1 through Closing Day shall be entitled to a one-third (⅓) refund of annual dues.
   4. 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:
   1. Memberships obtained between May 1, 1972 and December 31, 1974 shall receive a two-thirds (2/3) refund of membership purchase.
   2. Memberships obtained between January 1, 1975 and December 31, 1989 shall receive a one-half (1/2) refund of membership purchase.
   3. 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.
4. 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 3 – Leave of Absence

1. Members shall be entitled to a one-time, one-year leave of absence without sacrificing their PHCA membership.
2. If a member would like to take a leave of absence, they must notify the Membership Director no later than April 1 prior to the upcoming pool season.
3. Member Accounts on a leave of absences are not entitled to use the facilities, serve on the Board, or vote in any election.
4. Following the leave of absence, the member must notify the Membership Director no later than April 1 to renew for the subsequent year.
5. If the Membership Director is not notified by April 1, the member will forfeit their membership and will be expected to follow all applicable processes to rejoin the pool at a later date including but not limited to joining waitlist and paying initiation fee.
6. The Board may, at its sole discretion, offer more than one leave of absence for members serving in the military or other special circumstances that they deem reasonable.

Section 4 – Sale or Lease of Home

Sale of Home: 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.

1. The request by the 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.).
   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.
2. Membership approval will follow normal procedures.

Lease of Home: In the event a member shall lease their home, the Lessee may be granted the privileges of the membership if approved in writing by the Board.

1. Lessee shall not have the right to vote as a member; such right shall remain vested in the membership holders, who shall also be responsible for all dues, fees, and other charges against the membership.
2. The membership holder shall be responsible for the conduct of and any damages by the Lessee.
3. 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 their membership, and the Lessee will then be eligible to apply for membership following normal procedures.

ARTICLE VI: BOARD OF DIRECTORS

Section 1 – Organization

1. The entire management of PHCA and its affairs, properties, and assets are vested in a Board of Directors, consisting of twelve (12) elected regular, senior, or nonresident members of PHCA subject to the mandates of the voting members.
2. Directors shall serve for a term of three (3) 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 IX.
4. There shall be no limit to tenure as a Director.
5. The office of a Director who fails to attend three (3) regular or called meetings of the Board shall be deemed vacant. The vacancy shall be filled according to the procedures given in Article IX, Number 7.
6. If a Director vacates their position, the Director would be responsible for paying the balance of the full pool membership immediately.
7. Each director is subject to recall by two-thirds (⅔) of the membership of PHCA. Said vacancy shall be filled according to procedures given in Article IX, Number 7.

Section 2 – Powers

1. In addition to powers conferred upon the Board by law, and by the Articles of Incorporation of the Corporation, these By-Laws grant to the Board the following authority:
   1. 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.
   2. 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 V, Section 1.
   3. To determine initiation fees for new members.
   4. To determine annual dues.
   5. To make, alter, or amend PHCA Rules and Policies and provide penalties for infractions of the Rules, Policies, and By-Laws.
   6. To endeavor to obtain prospective members and new applications whenever membership openings are available or in prospect.
   7. To publicize the advantages of PHCA membership in any way deemed advisable, and to purchase necessary advertising matter, applications forms, and other printed matter.
   8. To make or authorize the purchase of services, materials, or supplies and to contract for whatever may be reasonably required in the operations and maintenance of PHCA.
   9. To make alterations and improvements in the property and facilities of PHCA where such action, the Board’s 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 budget.
      2. Any single proposed expenditure between $1,000.00 and $15,000.00 shall be approved by Board decision after review of competing bids.
      3. Any single proposed expenditure of $15,000.00 or more shall require a two-thirds (⅔) majority of members voting in person or by an authorized ballot. Such proposed expenditures shall state the activity, estimated amount of funds needed, method of payment (whether by current funds on hand, borrowing, or membership capital contribution fee), and the exact length of term and estimated interest rate for borrowed amounts.  Furthermore, any membership-approved expenditure of $15,000 or more shall be effected by requesting, if possible, three (3) competitive bids, of which the winning bid will be awarded by Board decision.
      4. The provisions in numbers (ii) and (iii) 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 PHCA facilities.  Such expenditure shall be required to be affected by Board decision
      5. The provisions in numbers (ii) and (iii) above shall not be applicable to a pool management contract (if present), a Certified Pool Operator (if present), or to staffing expenses.  All of which shall be approved annually by a majority vote of the Directors.
   10. To hold election for or appoint a Director in the event of a recall, resignation, or other vacancy on the Board.
   11. To form such Committees as in their judgement are necessary for the proper management of PHCA, and to define and delegate the duties and powers of such Committees, as specified in Article VIII .
   12. To remove a Director from the Board for cause.
   13. To direct the President to call special meetings of PHCA in accordance with Article X, Section 2.
   14. To employ at any time one or more Certified Public Accountants, not necessarily members of PHCA, to audit the books of PHCA or of any director, employee, committee, or agent.
   15. To approve the employment of such profession or other assistance as it may deem necessary in the proper promotion, improvement, and management of PHCA. Such employment includes but is not limited to pool management services and lifeguards.
   16. To annually approve a budget for the maintenance and operation of PHCA and all of its activities.
   17. To provide a faithful performance bond for the Treasurer if, in the opinion of the Board, such bond is in the best interest of PHCA.

Section 3 – Voting Requirements:

1. Decisions of the Board requiring a majority quorum of seven (7) Director votes
   1. Any single proposed expenditure between $1,000.00 and $15,000.00
   2. Any single proposed expenditure of $15,000.00 or more prior to presenting for membership vote
   3. By-Law Amendments prior to presenting for membership vote
   4. Membership Dues, Initiation Fees, Shelter Rental Fees, Waitlist Fees, Guest Fees, Swim Team Fees, Other Fees
   5. Annual Budget
   6. Staff Hiring and Pay Rates
   7. Management of Pool (In-House vs Pool Management Company)
   8. Annual Review of PHCA Facility, Pool, and Court Rules
   9. Annual Review of Rules and Policies
   10. Annual Review of Pool Operating Hours, Start Date and Closing Date
   11. Annual Review of Established Committee Director Assignments
   12. Annual Review of Guest Policy
   13. Membership Special Circumstances
   14. Member Allegations (warning, reprimand, or suspension)
   15. Board Allegations
   16. Membership Wait-list Applications
   17. Call to President for a Special Board Meeting
2. Decisions of the Board requiring a majority of ten (10) Director votes
   1. Honorary Memberships
   2. Aging Out Swim Team Memberships
   3. Additional Fees
3. Decisions of the Board requiring majority quorum of twelve (12) Director votes
   1. Membership Expulsion
   2. Non emergency votes taken outside of a called board meeting
4. Decision of Board requiring unanimous four (4) Executive Director votes
   1. Emergency Operational Decisions
5. Decision of Board requiring a two-thirds (2/3) majority of those members voting
   1. By-Law Amendments
   2. Director Elections
   3. Director Recall
   4. Membership votes on proposed expenditures of $15,000.00 or more

ARTICLE VII: BOARD ROLES & RESPONSIBILITIES

Section 1 – Director Types

The category types of Directors shall consist of the following:

1. Executive Directors
   1. President, Vice President, Secretary, Treasurer
2. Other Directors
   1. Membership, Facilities, Grounds, Events & Shelter, Swim Team (2), Snack Shack & Vending (2)

Section 2 – Duties of the Executive Directors

President

1. The President shall be the Chief Executive Director of the Corporation, performing any and all legal duties under the Articles of Incorporation and incident to the corporate office of the President.
2. The President shall preside at all PHCA meetings and Board of Directors meetings.
3. The President shall call special meetings of the members of PHCA and shall, with the approval of the Board, have the right to appoint or employ all contractors, directors, and employees not otherwise herein provided for.
4. The President, with the approval of the Board of Directors, shall appoint all committees, select the Chair of each committee, and fill any vacancies in such committees by appointment. The President shall be an ex officio member of all such committees.
5. The President shall make annual reports to the Directors and members.
6. The President, with the Secretary, and in the capacity as Chief Executive Director of the Corporation, shall sign all written contracts, obligations, and instruments of PHCA, and shall have charge of the general supervision and control of PHCA and its management.
7. The President shall have equal access to all bank account information.
8. The President shall perform all other such duties as may be properly required by the Board.

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. The Vice President shall maintain and communicate with the pool management company regarding contract, pool hours, lifeguard staffing. In the event no pool management company is contracted with, the Vice President, after attempting to consult with the President, will act as prime decision maker and liaison for all pool management related decisions included but not limited to contracts, pool hours, lifeguard staffing, etc.
3. The Vice President shall assist with special projects, including but not limited to tennis pro communications.
4. The Vice President shall perform any and all duties assigned by the President or the Board.

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. The Secretary shall sign or countersign all such instruments as may require a signature as an Executive Director of PHCA.
3. The Secretary shall conduct or cause to be conducted all official correspondence of PHCA, and shall see that such correspondence is properly preserved and filed until otherwise disposed of by the Board.
4. The Secretary shall issue or cause to be issued all notices of meetings of members or Directors, and shall keep the minutes, records, and vote results thereof.
5. The Secretary, along with the President, shall administer 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. The Secretary shall maintain records of the election, resignation, and recall of all Directors.
6. The Secretary shall be responsible for all communications including responding to membership emails of concern, submitting announcements by email to membership, sharing and posting event announcements, sharing and posting tennis announcements, posting general pool announcements on social media platforms used by PHCA, and updating news and information on PHCA website.
7. The Secretary should maintain a communication log of member issues / complaints that come by way of Secretary correspondence.
8. The Secretary shall perform all other such duties as may be properly required by the President or the Board.

Treasurer

1. The Treasurer shall perform any and all legal duties under the Articles of Incorporation and incident to the Executive Director of Treasurer.
2. With the approval of the Board, the Treasurer shall have general supervision of PHCA’s financial affairs and advise the Board on financial decisions and policies.
3. The Treasurer 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.
4. The Treasurer shall sign or countersign all such instruments as may require their signature as an Executive Director.
5. The Treasurer shall be the custodian of all PHCA’s funds. The Treasurer shall collect fees and dues from members, and shall by letter or otherwise regularly advise delinquents of their unpaid indebtedness.
6. The Treasurer shall deposit all funds in a depository designated by the Board.
7. The Treasurer shall disburse PHCA’s funds as authorized by the Board.
8. The Treasurer shall keep or cause to be kept proper records of all sums collected and dispersed, and complete all regular accounts in accordance with a system satisfactory to the Board of Directors.
9. The Treasurer shall report monthly to the Board, giving complete information as to the financial conditions of PHCA, shall provide a profit/loss report annually to the Board, and, at the Annual Meeting of members, shall submit a complete and comprehensive statement of the PHCA’s financial affairs.
10. Before the end of each fiscal year, The Treasurer shall prepare and present to the Board a proposed budget of expenditures for the ensuing year and will provide said approved budget to any member who makes a written request to the Treasurer.
11. The Treasurer shall maintain the employee payroll account which includes but is not limited to collecting tax forms from employee’s, communicating all employee tax documents with payroll company, and ensuring payroll hours are submitted on time to payroll company.
12. The Treasurer shall perform all other such duties as may be properly assigned by the President or the Board.

Section 3 – Duties of Other Directors

Membership Director

1. The Membership Director shall keep a membership record document in which shall be entered an accurate history of all members, including:
   1. An accurate listing of all members’ names, home addresses, telephone numbers, and email addresses.
   2. Dates of election to membership as well as resignations, leaves of absence, Honorary Memberships, Aging Out Swim Team Memberships, special circumstance approvals, forfeitures, suspensions, and expulsions.
2. The Membership Director shall keep a Membership Redemption List in which shall include:
   1. Dates that notification is received and an accounting of all refunds paid or pending as outlined in Article V, Sections 1 and 4.
3. The Membership Director shall maintain a Waitlist in which shall include:
   1. Date of joining waitlist, name, home address, residence status, and board decisions / notes about approval or rejection of application.
4. The Membership Director, with oversight from the Executive Directors, shall complete a membership audit in October of each year to ensure accurate membership records.  The Membership Director shall ensure online records match audit and will present a copy of said audit at the October board meeting.
5. The Membership Director shall be responsible for notifying, in writing, each applicant of their approval or rejection to membership.
6. The Membership Director, with the approval of the Board of Directors, shall formulate proper rules for receiving, reviewing, and making decisions on membership applications, for maintaining membership records, and for their own functioning as a Director.
7. The Membership Director shall perform all other such duties as may be properly assigned by the President.
8. The Membership Director shall be responsible for recording any expenditures in the digital checkbook prior to each month’s board meeting.

Facilities Director

1. The Facilities Director shall have complete charge of the pool facilities, equipment house, bathrooms, and all areas enclosed by the pool fence.
2. The Facilities Director shall recommend to the Board the purchase of all tools, machinery, articles, and supplies.
3. The Facilities Director, with approval of the Facilities & Grounds Committee, shall recommend rules & policies to the Board for governing operation and maintenance of the pool facilities, and governing their own function as a Director.
4. The Facilities Director shall be responsible for member work days as well as proper winterization of facilities.
5. The Facilities Director, with oversight from the Executive Directors, shall complete a facilities audit in October of each year to ensure accurate records.  The Facilities Director will present a copy of said audit to the Board of Directors at the October board meeting.
6. The Facilities Director shall perform all other such duties as may be properly assigned by the President.
7. The Facilities Director shall be responsible for recording any expenditures in the digital checkbook prior to each month’s board meeting.

Grounds Director

1. The Grounds Director shall have complete charge of the grounds, including all trees, shrubbery, vines, flower beds, roads, walks, and paths on PHCA’s property.
2. The Grounds Director shall have complete charge of the tennis facilities, including court surfaces, gates, locks, lights, nets, and benches.
3. The Grounds Director shall recommend to the Board the purchase of tools, machinery, articles, and supplies, and shall employ and supervise any approved personnel necessary in the performance of the Grounds Director function.
4. The Grounds Director, with approval of the Facilities & Grounds Committee, shall recommend rules & policies to the Board for governing the use of the grounds and tennis facilities by members and guests, and governing their own functioning as a Director.
5. The Grounds Director, with oversight from the Executive Directors, shall complete a Grounds audit in October of each year to ensure accurate records.  The Grounds Director will present a copy of said audit to the Board of Directors at the October board meeting.
6. The Grounds Director shall perform all other such duties as may be properly assigned by the President.
7. The Grounds Director shall be responsible for recording any expenditures in the digital checkbook prior to each month’s board meeting.

Events & Shelter Director

1. The Events & Shelter Director shall have charge of Shelter Rentals for parties, communicating with members who wish to reserve the shelter or other facilities, and confirming with members once a shelter rental reservation comes in.
2. The Events & Shelter Director shall communicate rentals with the Vice President and the Snack Shack & Vending Directors.
3. The Events & Shelter Director shall have complete charge of all PHCA’s entertainment and other social events.
4. The Events & Shelter Director shall be responsible for the attendance at all PHCA’s functions, seeing to it that members are notified of events and that only those persons entitled to attend are admitted.
5. The Events & Shelter Director shall have complete charge of all preparations for any function, including food, decorations, activities, etc.
6. The Events & Shelter Director, with approval of the Directors on the Events Committee, shall recommend rules & policies to the Board for governing recreational activities and governing their own function as a Director.
7. The Events & Shelter Director, with oversight from the Executive Directors, shall complete an events and shelter rental audit in October of each year to ensure accurate records.  The Events & Shelter Director will present a copy of said audit to the Board of Directors at the October board meeting.
8. The Events & Shelter Director shall perform all other such duties as may be properly assigned by the President.
9. The Events & Shelter Director shall organize and direct member volunteers to assist with PHCA events.
10. The Events & Shelter Director shall be responsible for recording any expenditures in the digital checkbook prior to each month’s board meeting.

Swim Team Directors (2)

1. The Swim Team Co-Directors shall represent PHCA at meetings of the swim league.
2. The Swim Team Co-Directors, with approval from the board, shall hire and manage swim team coaches.
3. The Swim Team Co-Directors shall manage and oversee all operations of the swim team, including hosting meets as specified by the swim league.
4. The Swim Team Co-Directors shall be responsible for managing all swim team monies as approved by the Treasurer and the Board.
5. The Swim Team Co-Directors shall jointly govern the swim team, and they shall not be elected in the same year, except when required due to resignation, recall, etc.
6. The Swim Team Co-Directors, with approval of the Pool Management Committee, shall recommend rules & policies to the Board for governing the operation of the swim team, and governing their own function as Directors.
7. The Swim Team Co-Directors, with oversight from the Executive Directors, shall complete a Swim Team audit in October of each year to ensure accurate records.  The Swim Team Co-Directors will present a copy of said audit to the Board of Directors at the October board meeting.
8. The Swim Team Co-Directors shall perform all other such duties as many be properly assigned by the President.
9. The Swim Team Co-Directors shall be responsible for recording any expenditures in the digital checkbook prior to each month’s board meeting.

Snack Shack & Vending Directors (2)

1. The Snack Shack & Vending Co-Directors have complete charge of all food vending, such as a vending machine or snack bar.
2. The Snack Shack & Vending Co-Directors shall recommend to the Board the purchase of food, drinks, and supplies as well as any maintenance needs.
3. The Snack Shack & Vending Co-Directors shall be responsible for managing all vending and guest fee monies as approved by the Treasurer and the Board.
4. With approval of the Website & Software Committee, the Snack Shack & Vending Co-Directors shall recommend rules & policies to the Board for governing the use of any vending services or facilities by members and guests,  and governing their own function as Directors.
5. The Snack Shack & Vending Co-Directors, with approval from the Board, shall staff, schedule, manage, and pay employees on behalf of PHCA.
6. The Snack Shack & Vending Co-Directors shall be the point of contact for online account charges, online billing, guest fee & snack shack orders.
7. The Snack Shack & Vending Co-Directors shall perform all other such duties as may be properly assigned by the President.
8. The Snack Shack & Vending Co-Directors, with oversight from the Executive Directors, shall complete a vending audit in October of each year to ensure accurate records.  The Snack Shack & Vending Co-Directors will present a copy of said audit to the Board of Directors at the October board meeting.
9. The Snack Shack & Vending Co-Directors shall be responsible for recording any expenditures in the digital checkbook prior to each month’s board meeting.

Section 4: Director Requirements / Expectations

The following is a list of Director Requirements and Expectations that all Directors must meet:

1. Protection of Proprietary Information:
   1. All Board members are required to protect proprietary information, passwords, member’s personal account information, and PHCA specific information to the best of their ability.
   2. All Board members are required to maintain all PHCA related communication only through the provided director email account. No email forwards can be implemented as all incoming and outgoing email records should be made through their board email account.
   3. All Board members are required to maintain any PHCA records, notes, etc pertaining to their board position only within the google drive associated with their board email account and / or within the main PHCA President’s google drive.
   4. All Board members will be required to join and regularly check the Google Group board listserv as well as the Google chat groups.
   5. All Board members agree to, in good faith, pass along keys, email accounts, passwords, proprietary information relating to their Board positions to any incoming Board Members.
2. Participation / Involvement:
   1. All board members are required to complete any and all tasks required / asked of them by the Board of Directors during their director term.
   2. All board members are required to participate in a minimum of 9 board meetings per year.
   3. All board members are expected to participate and volunteer in member events during the calendar year.
   4. All board members are required to assist with any fundraising initiatives.

Section 5: Compensation

1. No salary or compensation shall be paid to any Executive Director or Other Director of PHCA, other than the reduction in membership dues and dues reimbursement for time served as outlined in Article V, Section 3.

ARTICLE VIII – BOARD COMMITTEES

Section 1: Formation

1. Committees shall be formed and appointed as needed by the President subject to approval of the Board.
2. Each committee shall be composed of as many members as the President deems necessary.
3. No committee shall have the right to obligate PHCA in any way or in any sum without Board approval.
4. 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.

Section 2: Established Committees

The following committees have been established and approved by the Board of Directors as necessary board committees to PHCA’s operational success and as a way for crucial operational knowledge to be shared among several board members in the event of a Director vacancy as well as a way of shared accountability for all Directors.

The Board of Directors shall review and approve Established Committee Director assignments and tasks annually based on the President’s recommendation.

1. Pool Management Committee with President acting as Chair of Committee
2. Hiring & Staffing Committee with President acting as Chair of Committee
3. Finance Committee with Treasurer acting as Chair of Committee
4. Website & Software Committee with Vice President acting as Chair of Committee
5. Sponsorship Committee with Secretary acting as Chair of Committee
6. Special Events Committee with Events & Shelter Director acting as Chair of Committee
7. Grounds & Facilities Committee with Facilities Director acting as Chair of Committee
8. Swim Team Committee with (1) Swim Team Director acting as Chair of Committee

ARTICLE IX – BOARD ELECTIONS

1. At least 45 days prior to the Annual Meeting of PHCA, 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 PHCA.
2. The President, or in their absence the Vice President, may at their 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 PHCA are provided with a ballot and have means to vote.
4. Candidates shall be elected by a plurality of votes returned by a date specified by the Board or Nominating Committee.
5.  Elected Directors shall be announced at the Annual Meeting of PHCA and shall begin their term at such time.
6. 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 7 below.
7. 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 PHCA 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 PHCA to be a member of the Board.

ARTICLE X – BOARD MEETINGS

Section 1:  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 PHCA Membership Meeting.

Section 2: Special Board Meetings

1. Special meetings of the Board shall be called by the President, acting either on their own initiative or upon written application of seven (7) members of the Board, 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 of the meeting.

Section 3: Quorum at Board Meetings

1. A quorum at any meeting of the Board shall consist of seven (7) Directors, except in expulsion proceedings when the quorum shall be twelve (12) Directors.

Section 4: Order of Business at Board Meetings

1. The order of business at each regular Board meeting shall be as follows: Call to order, approval of any unapproved minutes, report of Officers and Committees, unfinished business, new business, and adjournment.

Section 5: Parliamentary Authority

1. In the conduct of all board meetings, Robert’s Rules of Order Revised shall govern, except where inconsistent with these By-Laws.

ARTICLE XI – ASSOCIATION MEETINGS

Section 1: Annual Association Meeting

1. The Annual Meeting of PHCA 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 PHCA 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 PHCA at least 10 days prior to the meeting.
3. At such a meeting, no other business other than that stated may be transacted.

Section 3 – Quorum at Association Meetings

1. Members present at a PHCA meeting shall constitute a quorum, provided that all members shall have been notified as provided in Article VII, Sections 1 and 2.

Section 4 – Order of Business at Association Meetings

1. The Order of Business at the Annual Meetings of PHCA shall be as follows: Call to order, approval of minutes, announcement of newly elected Directors, reports of Directors and Committees, unfinished business, new business, and adjournment.

Section 5 – Parliamentary Authority

1. In the conduct of all PHCA meetings, Robert’s Rules of Order Revised shall govern, except where inconsistent with these By-Laws.

ARTICLE XII – ASSOCIATION RULES, POLICIES & BY-LAWS

Section 1: Formulation

1. All PHCA Rules, Policies, and By-Laws governing members, guests, executive directors, directors, committees, and employees shall be formulated by the Board of Directors..
2. All PHCA Rules, Policies, and By-Laws shall be subject to annual review and approval by the Board of Directors.

Section 2: Publication

1. Copies of PHCA’s Rules, Policies, and By-Laws shall be posted on the website.
2. The Secretary shall distribute PHCA’s Rules, Policies, and By-Laws to the full membership of PHCA in May prior to the pool season.
3. The Membership Director shall distribute PHCA’s Rules, Policies, and By-Laws to any new members who join PHCA after the Secretary’s annual distribution.

Section 3: Enforcement and Penalties

1. Each Director and Committee shall be primarily responsible for the enforcement of PHCA’s Rules, Policies, and By-Laws as related to their particular function and, with the Board’s approval, shall prescribe such penalties and levy such fines for infractions as they deem 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, Policy, or By-Law, and the Board’s decisions in all such matters shall be final.

ARTICLE XIII – MEMBERSHIP 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 Executive Director, Director, Committee member, or employee of PHCA, or regarding any phase of the operation of any PHCA facility, shall be submitted in writing by such complaining member to the Secretary.
2. The Secretary shall transmit it to the Board for final decision and disposition.

ARTICLE XIV – 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 ten (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 XV – FINANCIAL LIABILITY

Section 1: Property Liability

1. PHCA assumes no responsibility for  loss or damage to property of members or guests of members which may be brought onto or left on PHCA’s property.
2. No member or guest of a member can have a claim against PHCA for loss or damage to property of members or guests of members which may be brought onto or left on PHCA’s property.

Section 2 – Personal Liability

1. PHCA assumes no responsibility for any accident or injury to any person.
2. No member or guest of a member can have a claim against PHCA for any accident or injury to any person while on PHCA property.

Section 3 – Indemnification of Directors and Officers

1. Each person who acts as Director of PHCA shall be indemnified by PHCA against expenses actually and necessarily incurred by the Director in connection with the defense of any action, suit, or proceeding in which the Director is made a party by reason of their  being or having been a Director of PHCA, except in relation to matters as to which they shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct, and except any sum paid to PHCA in settlement of any action, suit, or proceeding based on gross negligence or willful misconduct in the performance of their duties.
2. The right of indemnification provided herein shall insure to each Director referred to in Paragraph 1 above, whether or not they are such Director at the time such costs or expenses are imposed or incurred, and in the event of their death shall extend to their legal representatives.

ATTACHMENT A – PHCA RESIDENT MAP