FOX MILL SWIM CLUB, LIMITED

BYLAWS (Revised 2019)

ARTICLE I – CORPORATION TITLE AND PURPOSE

Section 1 Title

This Corporation shall be known as Fox Mill Swim Club, Limited (herein referred to as the “Corporation”).

Section 2 Purpose

Fox Mill Swim Club is a non profit corporation. This Corporation shall own, develop, operate, and maintain a swimming pool for the benefit of its members. The Corporation may undertake the development of other facilities and capital improvement programs as approved by the corporate members.

ARTICLE II MEMBERSHIP

Section 1 Corporate Membership

An individual may become a Corporate Member of the Corporation provided that he owns a home in the Fox Mill Estates Subdivision in Fairfax County, VA and provided the total membership limit has not been met.

Section 2 Associate Membership

a. An individual may become a Corporate Member of the Corporation provided that he owns a home within the Fox Mill Estates Subdivision (as defined by the County Rev 2/90) in Fairfax County, Virginia and within the area South of Fox Mill Road, West of Lawyers Road, North and West of West Ox Road, and East of Fairfax County Parkway, and within the Subdivisions of Monterey Estates and The Courts of Fox Mill and provided the total membership limit has not been met and limits on memberships issued under this clause have not been met.

b. An Associate Member who does not meet the geographic residency requirements for membership specified in II.1.a may, after a maintaining an Associate Membership in good standing for a period of not less than three (3) consecutive years, become a Corporate Member provided the limit on memberships applicable to this Clause (II.1.b) and the limit on total memberships have not been met.

Section 3 Total Membership

Total membership is the total number of Corporate memberships in the Corporation, hereby limited to 209 units at any one time.

Associate Memberships may be sold if such openings are available. One Associate Membership may be sold, for that operating year only, for each Corporate member who is inactive or delinquent for that year; or, for each Corporate membership which has not been sold.

Memberships authorized pursuant to II.1.b shall be limited to 5% of the total membership.

Section 4 Rights of Corporate Members

The owner of each Corporate Membership has the following rights:

a. The right of said Corporate Member and family members, permanently residing together, to use the Corporation’s recreation facilities. subject to such rules and regulations as may be prescribed by the Board of Directors or its duly authorized committees; which said rights shall remain in full force and effect as long as the said member fulfills all obligations under these Bylaws or the rules and regulations adopted hereto.

b. The right to one vote per Corporate Membership owned, either in person or by proxy to another Corporate Member designated in writing, on all matters specified herein or presented to the members at any duly called regular or special meeting; and

c. The right to hold office in the Corporation.

Section 5 – Rights of Associate Members

An Associate Member and family members permanently residing together shall have all membership privileges as those of a Corporate Member except that an Associate Member:

a. May not be an Officer or Member of the Board of Directors of the Corporation;

b. May not have voting privileges within the Corporation;

c. May not actively participate in the management of the Corporation; and

d. Must apply annually for membership renewal.

Section 6 Application for Membership

Each applicant for a Corporate or Associate Membership shall submit their application electronically via the Fox Mill Swim and Tennis Club website. In cases in which an application cannot be submitted via the website, the applicant may submit an application in writing, on forms furnished by the Corporation, to the Membership Committee together with an Application Fee, the amount to be established by the Board of Directors.  Upon receipt of the completed application and Application Fee, the members of the Membership Committee shall forthwith examine the application to determine whether the applicant is eligible for Corporate or Associate Membership. In the event the applicant is determined ineligible for membership, or withdraws his application, the Application Fee shall be refunded immediately. Upon acceptance of the application, the Application Fee will be applied toward total membership costs. Upon reaching the total maximum Corporate Membership, a waiting list of Corporate Membership applications shall be established. An applicant’s position on the waiting list will be determined by the chronological Order of the date the application was received by the Corporation. As Corporate Member¬ship vacancies occur due to surrender or cancellation (except for the provision of Article II, Section 14, paragraph a), the applicant appearing first on the waiting list shall be offered a Corporate Membership. If the applicant refuses the membership, the applicant is removed from the list and the application fee is forfeited to the Club.

Section 7 Initial Membership Fee

For applications received on or before May 31, 1975, the fee shall be Three Hundred Fifty Dollars ($350.00). For applications received between June 1, 1975 and July 30, 1975, this fee shall be Four Hundred Dollars ($400.00). For applications received after July 30, ]975, the fee shall be an amount to be determined by the Board of Directors but shall not be less than Four Hundred Dollars ($400.00).

Section 8 Annual Dues

The Board of Directors, on or before February 15 of each year, shall establish annual due for active and in¬active membership for the ensuing year. Bills will be rendered at that time. Annual Dues will be due and payable within sixty (60) days of the date bills are mailed. Annual Dues of Corporate Members paid after the sixty (60) day period but before ninety (90) days after mailing will be accepted if accompanied by late fee of twenty percent (20) of the annual dues. Corporate Members whose annual due are unpaid after ninety (90) days after the mailing of the bills, shall be placed in a delinquent status by the Membership Committee.

Corporate Members joining after the mailing of the yearly bill for annual dues must tender annual dues as part of the application for membership.

Corporate Members, who join the Corporation after the opening day of the pool for that year, shall pay pro rated annual dues in an amount to be determined by the Board of Directors.

Section 9 Inactive Corporate Members

Corporate Members who become inactive shall pay an inactive Corporate Member Annual Dues in an amount to be determined by the Board of Directors not to exceed thirty-three (33) percent of the annual dues of active Corporate Members.

An inactive member and the members of his household are not entitled to use the facilities of the Corporation, but otherwise retain all right of Corporate Members.

Section 10 Number of Associate Memberships

The number of Associate Membership to be offered for sale shall be determined each year by the Board of Directors. It is not required that Associate Member be accepted even if total membership in the Corporation does not exceed one hundred and ninety-nine (199).

Corporate Membership applications shall be given priority over Associate Membership applications for a ninety (90) day period starting on the date bills for annual dues are issued. After the ninety (90) period elapses, applications will be prioritized based on the order in which they are received regardless of type.

After ninety (90) days after mailing of the bills for annual dues, Associate Membership may be accepted. If the maximum membership has been reached, new or inactive Corporate Members must wait until the next year before becoming active Corporate Members. After ninety (90) day after the mailing of the bills for the annual dues, applications for Corporate Membership shall have priority over not yet accepted applications for Associate Membership regardless of date the applications were received by the corporation.

Section 11 Liability of Members

All Corporate ad Associate Members shall be liable for property damage caused by the member, members of his family unit, relatives, guest and lessee’s of the Corporate Member’s property authorized to use the facilities of the Corporation.

Section 12 Use of Membership by Lessee of Corporate Member’s House

Upon rental or lease of his house by a Corporate Member, such member may authorize, in writing, his lessee and family unit the use of the facilities of the Corporation. In such event, the Corporate Member and his family unit shall be ineligible to use the Corporation facilities but otherwise retain all rights of Corporate Members. The lessee shall enjoy all the rights of an Associate Member.

Section 13 Surrender of Corporate Membership

In the event a Corporate Member moves from Fox Mill Estates or terminates his Membership and shall submit proper notice of surrender, the following procedure shall apply:

a. The membership may, at the request of the surrendering member be reissued to the purchaser of the member’s house, or any other owner of a home in Fox Mill Estates, subject to the approval of the transaction by the Board of Directors. The trans¬action shall not be approved if the surrendering member has any financial obligation to the Corpora¬tion.

b. The membership may be surrendered to the Corporation in which the amount of the Initial Membership Fee currently paid by applicants for Corporate Members¬hips shall be refunded to the surrendering member.

However, the amount refunded to the surrendering member will in no event ever exceed the amount the surrendering member paid to the Corporation an initial membership fee.

1. If one hundred fifty (150) or more Active Corporate Memberships are sold at the time of surrender, the Corporation shall tender the refund of initial Membership Fee to the surrender member upon receipt of the next initial Membership Fee of a new Corporate Member but no longer than one year from date of surrender.

2. If less than one hundred fifty (150) Active Corporate Memberships are sold at the time of surrender, the corporation shall tender refund of the Initial Membership fee to the surrendering member no longer than one year from the date of surrender and then in accor¬dance with Section 1 above.

c. The surrendering member shall receive a pro rated rebate of annual due in an amount determined by the Board of Directors.

d. From the amount of annual dues and initial membership fee to be rebated shall be deducted all money owed to the Corporation by the surrendering Member.

e. Corporate Memberships obtained pursuant to Article II.1.b are not transferable and shall be sold back to the Corporation. The sale price shall be established in accordance with procedure established in this Section 13

Section 14 Surrender of Associate Membership

An Associate Member may surrender his membership at any time upon proper notice to the Board of Director. The surrendering member shall receive a pro rated rebate of annual dues in an amount to be determined by the Board of Directors.

Section 15 – Notice of Surrender

Notice of surrender must be either in writing to the Board of Directors via the Corporation website. If annual dues are owed to the Corporation, the notice of surrender must include payment of the required dues. Amounts due to corporation will be offset against any money due to the seller upon the sale of the membership.

Section 16 – Delinquent Members

a. Delinquent member shall not be entitled to any rights of corporate Members.

b. Delinquent Member shall be restored to good standing by paying:

1. Outstanding due for all years delinquent.

2. A fee of Fifty Dollars (50.00) for each year of delinquency.

3. If restored to active status, full annual dues for the year.

Section 17 Suspension of Member

a. Any member of any member class may, for cause and after having been given an opportunity for a hearing, upon not less than five (5) days written notice (which notice shall specify the charges against him), be suspended for period of not exceeding one (1) month by a two-thirds (2/3) vote of the members of the Board of Directors present at any meeting thereof, and may be suspended for a period not exceeding three (3) months by a two thirds (2) vote of entire membership of the Board. Cause for suspension, shall in general, consist of violation of these Bylaws or of the rules and regulations of the Corporation or of the con¬duct detrimental to the interest of the Corporation.

b. Any member who is suspended may be reinstated upon appeal and approval of reinstatement by a majority of the membership present at a regular or special meeting. Said suspended member must appeal in writing to the Board within seven (7) days after notice of suspension and request a special meeting to be called. The Board of Directors shall then call a special meeting of the Membership within fourteen (14) day of the request.

c. The Board of Directors may delegate to the Chairman of the Operations Committee, or a responsible employee of the Corporation, the power to suspend pool privileges for the violation of Corporation rules and regulations with-out hearing, provided such suspension does not exceed three (3) days. A written report of such suspension, containing reasons therefore, shall be submitted to the President with twenty-four (24) hours. A copy of such report shall be furnished to the offender, or, if the offender is a family member or guest of a Member, a copy of the report shall be furnished to the Member.

Section 18 Forfeiture of Corporate Membership

In the event a Membership is forfeited, the former Member’s membership fees will be refunded less any monies due the Corporation.

The Board of Directors, by a 2/3 vote of the authorized number of Board members, may vote to repossess the Corporate Membership of any Active or Inactive Corporate Member delinquent in dues, fees and/or special assessment payments for a consecutive two (2) year period, based upon the Swim Club’s operating year.

Member whose membership will be forfeited under this by law will be given written notice (via U. S. Certified Mail) by the Board of Directors. The Board will repossess a delinquent member’s membership sixty (60) days after the date of delivery affixed to the return receipt associated with the Certified letter, or sixty (60) days after the second notification date affixed to the Certified letter returned to the Board by the U. S. Postal Service. The member may preclude this action being enacted by forwarding all funds due to the Swim Club within sixty (60) days of the date of receipt of the Certified letter.

ARTICLE III Board of Directors

Section 1 Number and Tenure

The number of Directors of the Corporation shall be nine (9). 

Election of Directors shall be at an annual meeting of the Corporation. Each Director shall be a Corporate Member of the Corporation.

Section 2 – Nomination and Election of Directors

a. Candidates shall be nominated by written nomination to the Board of Directors within thirty (30) days prior to the Annual Membership Meeting or Special Meeting held for election purposes, or from the floor of above meetings. The election of nominees shall be determined by plurality vote. In voting, each Corporate Member may cast one vote for each Director’s seat to be filled without cumulation.

b. A vacancy of the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors. Any Director so elected shall serve until the next annual meeting or a special meeting called for that purpose at which time an additional Director shall be elected to serve the remaining unexpired term, if any, of the Director originally replaced.

Section 3 – Duties and Power of Directors

a. The Directors shall have the power to conduct, control and manage the affairs and business of the Corporation; to make rules and regulations not inconsistent with the Bylaws of this Corporation and to enforce such rules and regulations; to levy annual dues and assessments for the operation and maintenance of the Corporation’s facilities.

b. The Board of Directors may levy annual dues for Corporate Members and for Associate Members in accordance with the operating budget approved by the membership at the Annual Meeting, and assessments not to exceed 20% of the annual dues for Corporate Members without the approval of the Corporate Members, and to do any and all things necessary or incidental to the carrying out of the purposes of the Corporation.

Section 4 Regular Meetings

A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of the Membership. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 5 Special Meetings

a. Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Director may fix the place for holding any special meeting of the Board of Directors called by them.

b. Notice of any special meeting shall be given at least ten (10) days and no more than fifty (50) days prior to by electronic communication (i.e email) to each Director. The notice will contain an agenda along with any other particulars related to the meeting.

Section 6 – Quorum

A quorum for any meeting of the Board of Director shall be five (5) Directors.

Section 7 Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is met shall be the act of the Board of Directors. A quorum must be present when the Board of Directors votes.

Section 8 Removal from Office

a. A Director may be removed from office at a duly legal Membership meeting called expressly for that purpose, with or without cause, by two-third (2/3) vote of the Membership voting in person or by proxy.

b. In the event a Board member misses or fails to send a proxy for 3 or more consecutive Board meetings, the Board may remove said member from office by a simple majority vote of the remaining Board members.

Section 9 Extending Privileges

The Board of Directors may make the facilities of the Corporation available to persons, groups, or organizations for limited periods of time, and under such terms and conditions as it deems proper if, in the opinion of a majority of the Board of Director, such use will benefit the Corporation and the community.

ARTICLE IV OFFICERS

Section 1 – Election

The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be elected by and from the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. The officers of the Cor¬poration shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the Member¬ship. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have be removed.

Section 2 – President

The President shall preside at all meetings of the Membership and at all meet of the Board of Directors. He shall perform such other duties as customarily pertain to the office of the President, or as he may be directed to perform by resolution of the Board of Directors.

Section 3 Vice President

The Vice-President shall have, and exercise, all the powers, authority, and duties of the President during the absence of the latter, or in the event of his inability to act, and such other duties as he may be duly directed to perform by the President of Board of Directors. The Vice-President shall supervise the filing of all report required by law, including the annual report of the Corporation to be filed with the Corporation Commission, and the annual return required to be filed with the Federal and State authorities. The Vice President shall prepare the budget for presentation at the annual meeting of the Membership for approval.

Section 4 Treasurer

The Treasurer shall have custody of all funds, securi¬ties, valuable papers and other tangible or intangible assets of the Corporation. He shall promptly discharge such obligations of the corporation as may have been duly approved by the Board of Directors. He shall provide and maintain full and complete records of all the assets and liabilities of the Corporation. He shall prepare and submit at each regular meeting of the Board of Direc¬tors a financial statement of the condition of the Corporation as of the last day of the preceding month. Prior to the annual Membership Meeting, he shall cause to be made by an independent auditor, who is not a member of the Board of Directors, a report for the preceding fiscal year. He will prepare such tax reports and information as local, State and Federal laws require.

Section 5 – Secretary

The Secretary shall prepare and maintain full minutes of all meetings of the Members and of the Board of Directors. He shall give proper notice of all meetings of the Members. He shall be responsible for safe keeping of the permanent records and the seal of the Corpora-tion.

ARTICLE V – STANDING AND SPECIAL COMMITTEES

Section 1 Operations Committee

An Operations Committee shall be appointed by the President from among the Directors and Corporate Members, the chairman to be from the Directors. This committee is respon¬sible for the overall operation of the swimming pool and its related facilities. The duties and responsibilities of this Committee will include, but not be limited to, making recommendations to the Board of Directors concerning the following matter:

a. The operating rules and regulations and changes thereto.

b. Selection of a Pool Management Company.

c. An adequate gate control system.

d. Physical security of the pool and its related facilities.

e. Provision of adequate liability and other insurance coverage.

f. Control over pool furniture, equipment, etc., including recommendations to the Board for replacements and additions.

g. Any other matters related to operational aspects of the pool and its related facilities.

Section 2 Engineering and Maintenance Committee

An Engineering and Maintenance Committee shall be appointed by the President from among the Directors and Corporate Member, the Chair-man to be from the Director. This committee will plan for, and supervise, the construction, technical operation and repair of all facilities of the Corporation. This committee will be responsible for landscaping and grounds maintenance and will render technical advice to the Operations Committee at their request.

Section 3 – Membership Committee

A Membership committee shall be appointed by the President from among the Directors and the Corporate Membership, the Chairman to be from the Directors. The Committee shall:

a. Act upon all applications for membership and guest Cards.

b. Act on all changes in the membership as provided by the Bylaws.

c. Provide the secretary with up-to date information concerning all additions or deletions of members, changes or additions to the waiting list.

d. Maintain a complete record of membership data, including: name, address, membership number, complete names of all relatives living with that member, ages of all children, and all current data concerning the member’s payments of fees, dues, guest fees, assessments of other approved amounts due from the members.

e. Prepare all bills to all members, collect and duly record all receipts. All funds will be turned over to the Treasurer and complete record of such transactions will be kept in such a manner that the Annual Audit can properly establish the precise financial status of the Corporation. All delinquent accounts will be reported to the Board of Directors at each regular meeting.

f. Report all serious or repeated infractions of the rules to the Board of Directors for appro¬priate action.

Section 4 Social Committee

A social Committee shall be appointed by the President from among the Director and Corporate Members, the Chairman to be from the Directors. This committee is responsible for all social events held on pool property. The duties and responsibilities of the committee shall include, but not be limited to mak¬ing recommenda¬tions to the Board of Director concern the following matter:

a. Operating rules and regulations and change thereto.

b. A plan, including budget, for the season’s social events.

c. Planning and carrying out of individual events, including the hiring of personnel (e.g. bands), the renting of equipment and publicity.

d. Detailed accounts of each event’s income and disburse-ments.

Section 5 Appointments

The President shall be authorized to appoint such other special committees or advisors from the Directors and Corporate Members as he shall deem necessary or expedient.

Section 6 Sub-Committees

The Chairman of each standing committee may appoint advisory sub committees from among the Corporate Members of the Corporation.

ARTICLE VI – PROPERTY AND FINANCES

Section 1 – Obligations

The Corporation is not authorized to contract for any obligation in excess of its unobligated assets. Any obligation or expenditure of the corporate assets greater than Two Thousand Dollars ($2,000.00) requires the prior approval of both the Board of Directors and a vote of a majority of Corporate Membership. Expenditures required for emergency repairs related to safe operation of the facility or costs that can be paid for by using underruns in the budget do not require a vote of the Membership.

Section 2 – Tangible Personal Property

Tangible personal property of the Corporation may be transferred only after a two-thirds vote of the Directors shall have approved such transfer. Any transfer of tangible personal property of the Corporation valued in excess of $500 must be approved by the Corporate Membership.

Section 3 – Real Property

Real property of the Corporation may be encumbered or transferred only after a vote of 2/3 of the Members of the Corpora¬tion who are present, in person or by proxy, at a meeting of Members called by its Board of Director for that purpose, of which meeting notice writing, shall be given each member of the Corpora¬tion, by serving same on him personally or by mailing it to him at his place of residence as it appears on the books of the Corporation at least ten (10) days and no more than fifty (50) days prior to such meeting, which notice shall state the time, place and purpose of the meeting.

Section 4 Borrowing

The Corporation is not authorized to borrow to meet any obligation except in the following circumstances:

a. A maximum of ten thousand dollars ($l0, 000) may be borrowed during the initial construction of the pool; and

b. A maximum of ten thousand dollar ($10,000) any be borrowed to replace or repair inoperable or damaged equipment when the Emergency Equipment fund (re: Article VI, section 10) is not sufficient to pay the expense; however, the amount borrowed shall not be greater than the cost of the repair or replacement of the equipment.

Section 5 – Deposit of Funds

All funds of the corporation shall be deposited in such qualified Federally Insured depository or depositories as the Board of Directors may from time to time by written resolution designate, and shall be so deposited within one week of their receipt.

Section 6 – Disbursement of Funds

a. All disbursements of funds of the Corporation in excess of Five Hundred Dollars ($500.00) shall be signed by any of the following Officers: President, Vice-President or Treasurer.

b. Where necessary, the Board of Directors will authorize various committee chairs to spend funds in accordance with guidelines established by the directors. 

Section 7 – Investment of funds

The funds of the corporation, except as otherwise provided in the Bylaws may be invested only in obligations of the United States Government, or Federally insured savings. They may not be loaned to, or invested with, any officer, Director or member of the Corporation.

Section 8 Audit of Accounts

The accounts of the Corporation shall be reconciled annually by an independent auditor, who is not a member of the Board of Directors. Report of this reconciliation is to be presented at the Annual Meeting and will be made available via electronic communication to the membership. The Board of Directors at any time may request an audit of the current and/or prior years.

Section 9 Annual and Special meetings

a. Annual and Special Meetings shall be held in accordance with parliamentary procedure as established by Robert rules of Order.

b. A quorum shall be twenty percent (20%) of the Corporation Members in person or by proxy.

c. The act of a majority of the Corporate Members present in person or by proxy at a meeting at which a quorum is present shall be the act of the Corporate Members unless a greater number is specified by the Bylaws.

Once a quorum is established, it shall not be destroyed by members leaving the meeting.

d. Special meetings of the Corporate Members may be called by the request of twenty percent (20%) of the Corporate Membership. Notice of the request for a special meeting shall be submitted in writing signed by twenty percent (20) of the Corporate Membership to the Board of Directors and shall state the reason for the meeting. Upon receipt of the petition, the Board of Directors shall call a special meeting for that purpose. Said meeting shall be within thirty (30) days after receipt of petition. The Board of Director shall mail both a copy of the petition and notice of the special meeting to each Corporate Member at least ten (10) days prior to the special meeting.

Section 10 Annual Budget

a. An annual budget setting forth anticipated revenue and proposed expenditures for the fiscal year shall be prepared by the Board of Directors, not later than the first day of December each year. The fiscal year shall run from October 1 to September 30 of the following year.

b. The annual budget shall be subdivided into the following categories:

1. Operational

2. Capital Improvement Cost

3. Emergency Equipment Fund (re: Subpara.(c¬).)

4. Discretionary Fund

5. Social Activity Fund

c. Emergency Equipment fund

1. The annual budget shall contain an apportionment, set apart from all other budget item, as an Emergency Equipment Fund (hereafter called EEF). The purpose of EEF is to develop a reserve that may be drawn upon to replace, or repair, equipment of major import that may be rendered inoperable due to malfunction or the ravages of time.

2. The EEF apportionment shall be set at one thousand five hundred dollars ($l, 500) minimum annually. This apportionment may be adjusted by the Board of Directors as time and experience may dictate.

3. Unobligated funds unused of each seasonal apportionment to the EEF at the conclusion of each year shall be deposited in an interest bearing account with interest accruing to the EEF.

4. The EEF top limit shall be Twenty Five Thousand Dollar ($25,000) of unobligated funds at the conclusion of any season. All funds realized beyond such limit shall be diverted to other usage(s) at the conclusion of a season, as deemed advisable by the Board of Directors.

5. The EEF is intended for use in replacing or repairing inoperable or damaged equipment whose primary function(s) is one or more of the following:

(a) The movement of water for filtration or chemical treatment.

(b) The piping or tubing systems and accessories associated with 5a above.

(c) The underwater concrete structure(s) of the pool(s) containing filtered or treated water, exclusive of lane markers, ladders, deck equipment and the like.

(d) Equipment serving, conditioning, or in any way related to, and required for the proper operation of 5a, b, or c above. Excluded are all items for normal maintenance.

d. The annual budget, as approved by the Board of Directors shall be emailed to the membership at least ten (10) days and no more than fifty (50) days prior to the annual meeting each year. The budget as approved by the Board of Directors shall be submitted to the membership for adoption electronically through the Club website or via mail if requested.

Section 11 Special Assessments

Special Assessments if any, shall be payable at such time as specified by the Board of Directors. Members who fail to pay special assessments at time specified by the Board of Directors may be considered delinquent.

Section 12 Indebtedness of Members

Upon cessation of membership for any cause, all indebtedness shall be charged against the refund of his membership fee. Failure to pay indebtedness to the corporation may be grounds for disapproval of a transfer of a Corporate Membership.

Section 13 Indemnification

a. Each person who acts as Director or Officer of the Corporation shall be indemnified by the Corporation against expenses actually and necessarily incurred by him in connection with the defeat 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 corporation, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for rose negligence or willful miscon¬duct in the performance of his duties.

b. The right of indemnification provided herein shall insure to each Director and Officer referred to in (a), whether or not he is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his death, shall extend to his legal representa-tives.

c. Any property of the Corporation damaged as a result of the fault or misconduct (as determined by the Board of Directors) of a Member of any class, or his guest, shall be promptly paid for by such Member.

d. The Corporation assumes no responsibility, and Members (of any class) or their guests can have no claim against the Corporation for the property of Member of any class or of any guest, which may be brought into or left in the corporation building or on the grounds.

Section 14 Insurance

The Board of Directors shall obtain insurance of such type and such amount as they determine to be proper to cover loss or damage to the physical property of the Corporation, and to protect the Corporation against liability.

Section 19 Interpretation

Any question as to the meaning or proper interpretation of any of the provisions of these Bylaws shall be determined by the Board of Directors.

ARTICLE VII GENERAL PROVISIONS

Section 1 Directors and Officers

All powers, authority, duties and functions of the Directors and officers of the Corporation shall be exercised in strict conformity with applicable provisions of the law and regulations and in conformity with the Articles of Incorporation and Bylaws of the Corporation.

Section 2 – Keeping of records

Copies of the organization papers of the Corporation, including the Articles of Incorporation, Bylaws, any amendments thereto, and the membership records shall be preserved in a place of safekeeping. Results of elections and proceedings of all meetings of the Directors and members shall be recorded in the minute books. The Minutes of all meetings shall be signed by the President and Secretary or by those acting in their places.

Section 3 – Annual Operating Report

At least ten (10) days and no more than fifty (50) days prior to the annual meeting of the Membership which shall be held following the end of the pool season, the Board shall deliver or email an Annual Operating Report, statements of cash receipts and disbursements, notice of election of the Board of Directors, the proposed annual budget, the Agenda of the Annual Membership meeting and such other matters as are appropriate for consideration by the Membership

Section 4 Cancellation of Members Privileges to Recreation Facilities

Two thirds of the Board of Directors may, for good cause, recommend to the Corporate Membership that the privileges of any Member to use the Corporation’s recreational facilities be cancelled. Such Member shall be notified in writing by the Membership Chairman regarding the grounds under which such action is based and the Member afforded an opportunity of a hearing before a special meeting of the Membership. Further provided that any Member whose Membership is cancelled may be reinstated upon appeal and approval of reinstate¬ment by the majority of the Membership present at a regular or special meeting. Said member must appeal in writing to the Board of Directors within seven (7) days after notice of cancellation has been given and request a special meeting to be called. The Board of Directors will then call a special meeting of the Membership within fourteen (14) days of said request.

Section 5 Eligibility

No member will be allowed to use pool faciliti¬es until the dues and fees are paid in full.

Section 6 Guests

Bona fide guests visiting members may be afforded guest privileges in accordance with the Corporation operating rules and regulations.

ARTICLE VIII AMENDMENTS TO THE BY-LAWS

 By-laws as of 2019 incorporate all by-law amendments approved as part of the 2019 vote as well as all previously approved by-law amendments still in effect at the time of this vote.