AHSTC Bylaws
Last Revision 2/15/2005
ARTICLE I
Purpose
Section 1
The purpose of this Club is to further the health and general welfare of its members, their immediate family and children, by providing sanitary and safe swimming and necessary facilities and each other incidental activities as are appropriate to his/her purpose.
ARTICLE II
Membership
Section 1
(A) A family membership shall include an individual and his/her spouse. The privileges of facilities use shall extend to the children of and relatives resident with the member. Temporary facilities privileges may be extended to long-term guests of the member upon written application to the pool manager by the adult member. (Amended 01-28-76, amended 02/2000,amended 02/2004)
(B) A senior membership shall include privileges of the facilities for a husband and/or wife only. (Amended 9-22-93, 2/2000)
Section 2
(A) The maximum number of family memberships permitted for sale by the Club shall be 370. (Amended 11-20-69, 1/31/02, 9/12/05)
(B) The maximum number of senior memberships shall be 50. (Amended 9-22-93, 2/2000)
Section 3
(A) A member with a family membership held prior to 1/21/94 who sells his/her home may, upon written notice to the secretary of the Club, transfer his/her membership to the purchaser thereof. If not so transferred, such member shall offer his/her membership to the Club, but the Club shall not be obliged to purchase same. If the Club elects not to purchase such membership,
it must be offered through the Club for sale to those persons on the Interested Buyers List maintained by the Club in the order of their priority. The selling price of memberships to the Club or to persons on the Interested Buyers List shall be Six Hundred Dollars ($600.00), or such price as the Board of Trustees shall set. In the event there is no waiting list, the membership can be disposed of as stated in Section 3 (b) and (c). (Amended 9-12-82, 2/2000, 2/15/2005)
(B) A member with a family membership held prior to 1/21/94 may sell his/her membership at any time by first offering it to the Club, but the Club shall not be obliged to purchase the same. If the Club elects not to purchase such membership, it must be offered through the Club for sale to those persons on the Interested Buyers List maintained by the Club in the order of their priority. In the event there is no priority list and the Club elects not to
purchase his/her membership, he may then sell or transfer his/her membership to such person as he shall see fit. Any such transferee or purchaser shall indicate, in writing, his/her knowledge and acceptance of the rules, regulations and by-laws of the Club. The selling price of memberships to the Club or to persons on the application lists shall be Six Hundred Dollars ($600.00) or as the Board of Trustees shall set. (Amended 9-12-82, 2/2000, 2/15/2005).
(C) A member shall petition the Board of Trustees in writing if he wishes to place his/her membership in a Conditional Inactive status.
(1) Loss of job, medical difficulties, or other hardships, or temporary job relocation shall be grounds for Board approval.
(2) As a Conditional Inactive member, the annual membership dues
are waived. The Facility Cleanup fee and Capital assessments are not waived.
(3) The Board may offer the temporary use of the membership to a party on the Interested Buyers List for the remainder of the season. The usage fee owed shall be equal to the annual dues. The Temporary Membership shall be effective for one season only. The Temporary Membership is non-transferable and non-voting.
(4)
If the voting member wishes to return to Active status, they must pay the pro rata of the remainder of the season. (Amended 9-22-93)
(5) Conditional Inactive status can only be used one-time per membership. (Amended 9-22-93)
(D) (Amended/Eliminated 2/2004)
(E) (Amended 9-22-93, eliminated 2/2000)
(F) In the event of a divorce, the family membership shall be reverted to one parent. The Club must receive notification in writing as to who will hold the membership certificate for the Club as determined by the court. The other parent shall lose their membership privileges. The parent losing membership privileges may petition the Board of Trustees to be added to the top of the Interested Buyers List for the purchase of a separate family membership. (Amended 9-22-93, 2/2000, 2/15/2005)
(G) Effective January 21, 1994, the transfer and sale of family memberships shall be as follows:
(1) Any memberships held prior to 1/21/94 may be sold as specified in ARTICLE II, Section 3, paragraphs A and B. (Amended 2/2000, 2/15/2005)
(2) Upon sale, the membership becomes non-transferable.
(a) An existing
membership may be transferred from parent to adult child and retain its right to be sold. This family hand-down transfer can be made only once. There shall be no transfer Fee imposed for this transaction.
(b) After the adult-child sells the membership, it becomes non-transferable.
(3) The Club shall assign a new membership number and retire the existing number.
(4)
A membership transfer fee shall be imposed in accordance with Article II, Section 5(a). (Amended 2/2000)
(5) Any reposed memberships held by the Club on or after January 21, 1994 shall become non- transferable.
(6) The Club held memberships shall be offered to parties identified on the Interested Buyers List in order of priority. (Amended 2/2000)
(7)
The purchaser of the membership purchases the right to usage of the Club facilities.
(8) Upon the sale of the last transferable membership (Member #001 through #325), Article II, Section 3, paragraph (a) and (b) shall be deleted from the by-laws. (Amended 1-21-94)
Section 4
Upon membership being filled, the Club shall maintain an Interested Buyers List. The Board of Trustees shall maintain these lists for membership equitably and fairly in accordance with Paragraph (b) or Article II. (Amended 2/2000)
Section 5
A transfer fee shall be assessed on each family, and senior membership at time of sale or transfer. (Amended 2/2000)
(A) For family memberships purchased through private sale on or after September 22, 1993 a Transfer Fee of seventy-five dollars ($75.00), or as set by the Board of Trustees, shall be assessed on each family membership transfer. The Transfer Fee shall be in addition to all other dues, fees, penalties or assessments encumbered on the membership. (Amended 2/2000)
(B) For memberships purchased through the Club on or after Sept. 22, 1993, Membership Fee (including Transfer Fee) shall be imposed as follows, or as set by the Board of Trustees: (Amended 2/2000)
Three hundred dollars ($300.00) for a senior membership where the senior has no prior Arbor Heights membership.
And six hundred dollars ($600.00) for a Family membership.
The Membership Fee shall be in addition to all other dues, fees,
penalties or assessments encumbered on the membership. (Amended 1-21-94, 2/2000)
Section 6
(Amended 9-22-93).
Section 7
The member shall not have use of the facilities until all dues, assessments, fees and charges from the present year or previous years are paid. (Amended 9-22-93)
Section 8
Appropriate certificates of membership or other identification shall be issued to members and those entitled to the use and privileges of the Club.
Section 9
Senior Membership
(1) Eligibility
(a) The family must be a member in good standing and have been a member of Arbor Heights Swim Club for ten (10) years or more, and
(a2) May have children over the age of fifteen (15) who may not use club facilities except as a guest. (Amended 1-23-97)
(b)
Or the family must have one member age sixty-five (65) or older. No prior Arbor Heights membership is required. (Amended 9-22-93)
(c) A limit of fifty (50) senior memberships will be available on a first come, first service basis, unless further amended by the Board of Trustees.
(2) Privilege and Responsibility
(a) The husband and/or wife ONLY may be eligible to qualify for senior membership status. Other family members and guests must be accompanied by the senior member(s).
(b) References to number of guest passes allowed to senior memberships deleted (to be put in guest policy where family membership pass allotments are)
(2/15/2005)
(c) Senior memberships are welcome to attend all social events and membership meetings. They will have one-half (1/2) vote per membership on all issues except the disposition of property. And NO vote on issues concerning the disposition of real property. They will be allowed no proxy vote.
(d) Senior memberships will not be allowed to serve on the Board of
Trustees.
(e) Senior memberships will receive all newsletters and bulletins.
(f) Senior memberships are not transferable.
(3) Procedure
(a) Active members, in good standing, that comply with eligibility rules (1a and 1b) and who desire to become a senior membership must sell their family membership.
(b) Upon sale of their membership, the family must apply in written form to the Board of Trustees requesting senior membership status; the request will be automatically granted
subject to eligibility rules.
(c) Senior membership status will be renewed annually upon payment of one-half (1/2) of the annual dues and one-half (1/2) of any assessments levied.
(d) Families that sold their pool memberships after September, 1983, and comply with eligibility rules (1a or 1b) may apply for senior membership status. (Amended 1-23-86)
Section 10
Individual Membership (eliminated 2/2000)
ARTICLE III
Board of Trustees
Section 1
There shall be a Board of Trustees of not more than seven (7) members and not less than five (5) members, including the President, Vice-president, Secretary, Treasurer of the Club. The term of office of the Trustees shall be three (3) years, but at the first meeting of the Board of Trustees after the |September meeting of the membership, the Trustees shall designate staggered terms of one, two and three years which shall be served by said Trustees
who shall be equally divided between each of the three (3) staggered terms. The outgoing board members shall serve in a non-voting advisory capacity until the January General meeting. (Amended 11-9-78)
Section 2
New trustees shall be elected by the membership at the September meeting to fill expired and vacated terms. Vacancies in the Board occurring during the year shall be filled by appointment of the remaining trustees until the next September meeting. Any member or spouse of a member may be a trustee or officer of the Club. (Amended 11-9-78)
Section 3
At its first meeting following each September membership meeting, the Board of Trustees shall elect four (4) of its member to serve as the officers of the Club for the ensuing year. (Amended 11-9-78)
Section 4
The Board shall have general charge, management and control of the affairs, funds and property of the Club. It shall be the duty of the Board to carry out the purposes of the Club.
Section 5
The Board of Trustees shall give to the members at the January meeting an oral general operations report and a written financial report of the affairs of the Club. (Amended 11-9-78)
Section 6
The Board of Trustees shall meet immediately after the September meeting of the members and at least monthly thereafter. Special meetings of the Board may be called by the President or by written request of three (3) members of the Board. A majority shall constitute a quorum of the Board. Written notice shall be provided by the Secretary for all special Board meetings. (Amended 11-9-78)
Section 7
An independent audit by a qualified accountant of the books of the Club shall be ordered once every three years by the Board of Trustees and shall be included in the financial report at the January meeting. (Amended 11-9-78, 2/2000)
Section 8
Each duly elected member of the Board of Trustees shall have his/her dues waived for each season during which he has been elected to serve, providing he completes each term in full. Should a trustee resign prior to the expiration of his/her annual term, he shall have only that pro-rata portion waived during which time he served. Vacancies on the Board which are filled by appointment shall have only that pro-rata portion waived during which time
he/she will serve. (Amended 2-14-73)
ARTICLE IV
Officers
Section 1
The officers of the Club shall be a President, a Vice-president, a Secretary and a Treasurer. They shall be elected by the Board of Trustees after the organization of the corporation, and thereafter at the first meeting after the September election of the trustees, and they shall hold office for one (1) year and until their successors are elected. In addition to the duties of the respective offices specified in these By-laws, they shall perform
such further duties as may be assigned by the Board. (Amended 11-9-78)
ARTICLE V
President and Vice-President
Section 1
The President, and in his/her absence, the Vice-President, shall preside at meetings of the members of the Board and of the membership. In the event of their absence, those present may elect a presiding officer. The President or the Vice-President shall, with the Secretary or the Treasurer, sign all written contracts and obligations of the Club, and notes, checks or drafts. The Vice-President shall act in the place of the President in the event of
the President's death, disability or absence. Should neither be able to act, the Board shall appoint an acting President during the disability, absence or death of both for the remainder of their term of office.
Section 2
The Vice-President, in addition to all duties specified in Section 1, shall have jurisdiction over all organized teams which represent the Club. He shall appoint one or more Club members to represent each organized team to form a committee to assist in the operation of all team functions. This committee shall be responsible to the Board through the Vice-President. (Amended 11-9-78)
ARTICLE VI
Secretary
Section 1
The Secretary of the Club, upon instruction from the President, shall give notice of meetings of the Club and the Board, and shall keep the minutes. He shall conduct the correspondence and keep the records of the Club, which records shall be available at any reasonable time to any member in good standing. He shall furnish to the Treasurer the names of all persons who have membership in the Club and shall keep the seal of the Club. He shall notify
persons elected for membership of their election. In the event of his/her inability to act, the Board shall appoint a temporary Secretary.
ARTICLE VII
Treasurer
Section 1
The Treasurer shall collect all entrance fees, dues and assessments and charges, and shall keep the accounts of the Club and report thereon at each regular meeting of the Board. His/her accounts shall be audited at least once every three years as determined by the Board. He shall pay all bills authorized by the Board. In case of his/her inability to act, the Board may appoint a temporary Treasurer. (Amended 2/2000)
ARTICLE VIII
Nominations for Trustees
Section 1
Sixty (60) days prior to the September meeting of the membership, the Board shall appoint a nominating committee consisting of three (3) Club members not on the Board of Trustees. (Amended 11-9-78)
Section 2
Not later than thirty (30) days prior to the September meeting of the membership, the nominations committee shall report to the Secretary the names of the members to be nominated for the Board of Trustees at the forthcoming September meeting. In the notice for the September meeting, the Secretary shall advise the members of the names of the candidates so nominated. (Amended 11-9-78)
Section 3
Additional nominations may be made from the floor at the September meeting. All nominees must be regular members of the Club, active and in good standing, and shall indicate their willingness to serve before the election is held. (Amended 11-9-78)
ARTICLE IX
Meeting of the Club
Section 1
There shall be two (2) meetings of the Club each year; one in September for the election of Trustees, and one between January 1st and February 28th for ratification of a budget, on a day to be designated by the Board. Special meetings of the Club may be held when called as provided herein. The Secretary shall give written notice to all members at least seven (7) days prior to any meeting of the general membership. (Amended 1-9-78, 2/2000)
Section 2
The order of business at the meetings shall be:
(A) Secretarial report, including minutes of the previous meeting and certification of members present and signed proxies.
(B) General report by the President
(C) Financial report - January only.
(D) Old business report of the nominating committee - September only.
(E) Election of trustees - September only.
(F) New Business. (Amended 11-9-78)
Section 3
(A) The Board of Trustees at any time may call a special meeting of the Club. The notice of any special meeting shall state the object of the meeting and no subject not so stated in the notice or directly attendant thereto shall be considered or decided at the meeting.
(B) The President shall call a special meeting of the general membership within fifteen (15) days following receipt of a written petition from thirty (30) percent of the total membership requesting such a meeting. Notification and subject limitations shall be as provided in Section 3 (a) above.
Section 4
A membership shall be entitled to one vote at any meeting. Written and signed proxies, if any, may be voted by the holder thereof in addition to his/her own vote. (Amended 11-9-78)
Section 5
A simple majority of those present, including proxies, shall constitute a quorum at any meeting of the Club.
Section 6
The membership of the Club may, by a majority vote of the members of the Club at any general or special meeting called for the purpose, overrule, amend, correct or otherwise change any action of the Board of Trustees therefore taken.
ARTICLE X
Dues, Assessment and Charges
Section 1
The Board of Trustees shall determine membership dues, fees and assessments. Annual dues, fees and assessments shall be due on April 1 and shall be considered delinquent per Article X, Section 4. (Amended 1-25-96, 2/2000, 1/31/02, 2/15/2005)
Section 2
The Board of Trustees shall establish fees and charges for Non-Sufficient Funds (NSF) checks, and user fees for guests and non-member use of the facilities. (Amended 9-23-93)
Section 3
Assessments - Assessments may be levied upon the memberships to cover capital expenditures or unforeseen improvements or expenditures. These assessments must be presented to the general membership by the Board of Trustees and approved by the membership at either semi-annual meeting, or a special meeting called for the purpose. (Amended 11-9-78)
Section 4
Dues, fees and assessments shall be considered delinquent April 16. The Board will notify delinquent memberships by certified mail that they have 15 days to remedy. If delinquent notice is sent to a membership, there will be a $50 service fee or amount determined by the Board. On May 1, the Board shall be empowered to repossess any membership(s) for non-payment of dues, fees and assessments. Those repossessed memberships may be sold by the Board to
parties identified on the Interested Buyers List at the price as established by Board of Trustees. (Amended 1-25-96, 1/31/02, 2/15/2005)
Section 5
Five percent (5%) of the annual dues are to be set aside for an emergency fund. Any usage of the fund must be approved by the Board of Trustees and defined to the general membership at the next general meeting.
Section 6
Facilities Upkeep Credit
(A) It shall be an annual requirement that each membership (family members 16 years or older) participate a minimum of three (3) hours towards the upkeep of the Arbor Heights Swim Club facility on a designated clean-up day, which will be determined by the Board of Trustees, or at a time which has been prearranged with the Board. (Amended 1/31/02)
(B) A $50 fee will be added to the annual dues of each membership and must be paid by April 1 (1/2 due for senior memberships). This fee will be refunded to each membership when the three (3) hour requirement has been fulfilled and verified by the Board at its next regular meeting. (Amended 1/19/98, 1/31/02, 2/15/2005)
(C) There will be a sign-in and sign-out sheet on the designated clean-up day(s) to verify participation. (Amended 1/31/02)
Any membership that chooses not to fulfill the three (3) hour requirement will forfeit the $50 credit. The forfeited credit will be used towards upkeep of the facility and grounds only. (Amended 1-23-86, 1/31/02)
ARTICLE XI
Suspension or Expulsion
Section 1
Any member may be suspended or expelled for cause at a regular or special meeting of the Board by a vote of three-fourths (3/4) of the members of the Board. In all such cases, the member involved shall be notified in writing of the charges against him and he shall be given ample time and opportunity to refute such charges. If the charges are upheld by the Board, the member may be suspended for a period not to exceed sixty (60) days, or expelled. If
expelled, his/her membership fee must be returned to him within thirty (30) days by the Club.
ARTICLE XII
Rules
Section 1
The Board of Trustees shall prescribe and enforce rules regulating the operations, maintenance and use of the Club facilities by members and their guests. Such rules shall be printed and distributed to all members and a copy thereof shall be posted in an accessible place on the premises of the Club.
ARTICLE XIII
Appointment of Committees
Section 1
The Board each year shall appoint from its own members, or from the membership at large, such standing committees as it may from time to time determine. The Board shall prescribe the duties and powers of the committees.
ARTICLE XIV
By-Laws and Amendments
Section 1
The members shall adopt the By-laws.
Section 2
The By-laws may be amended at any regular semi-annual meeting or special meeting of the Club called for that purpose as provided for in this paragraph. (Amended 11-9-78)
(A) Any member in good standing may submit in writing to the Secretary of the Club, a recommendation for amendment to the By-laws. The Board of Trustees, after due consideration, shall determine whether such an amendment shall be submitted to the general membership for adoption.
(B) Alternatively, or if the Board rejects the proposed amendment, a petition of thirty (30) percent of the total membership shall require the Board to submit a proposed amendment to the membership for adoption.
(C) Each proposed amendment shall be presented in writing to the members, along with the notice of the meeting for the purpose of consideration of the amendment, at least seven (7) days prior to the date of such meeting.
(D) Each amendment to the By-laws must be approved by a vote of two-thirds (2/3) of the members present, including proxies, providing that a quorum, as defined in Article IX, Section 5, exists.
Section 3
No amendments shall be adopted which shall conflict with the development of a community center on premises now owned by the corporation.
ARTICLE XV
Indemnification of Trustees, officers and employees. (Added 2/2000)
Every trustee, officer, or employee of the corporation shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed on him in connection with any proceedings to which he may be made a party, or in which he may become involved by reason of his doing or having been a trustee, officer, or employee of the corporation, or any settlement, thereof made with court approval, whether or
not he is a trustee, officer, or employee at the time such expenses are incurred, except in such cases where in he is adjudge to be liable for gross negligence or misconduct in the performance of his duties; provided that in the event of a settlement, the indemnification herein shall apply only when the board of trustees, as well as the court having jurisdiction over the matter involved, approve such settlement and reimbursement as being in the best interest of the
corporation. The foregoing right of indemnification shall be in addition to and not exclusive to all other rights to which such trustee, officer or employee may be entitled.
| 
