By-Laws
These By-Laws were accepted by unanimous vote of the Board of Directors, September, 2023.
ARTICLE I PURPOSES
Section 1. The purpose of the corporation shall be to provide facilities for the benefit and enjoyment of its members and their families through the recreation of swimming. The facility may be used by its members for congregational or community purposes with Board approval.
Section 2. This corporation was organized and shall be operated exclusively for not-for-profit recreational purposes for members, their families and their accompanied guests.
Section 4. Unless the Board decides for an exception to be made for a special event not to include use of the actual pool itself, no alcoholic beverages will be served or will be permitted to be consumed anywhere on the premises.
ARTICLE II MEMBERSHIP
Section 1. Membership in the corporation shall be extended to persons per the Waitlist Policies & Procedures, or in certain unique and rare situations, as the Board of Directors shall approve from time to time, as an exception and by three-fourths of the Board of Directors at any meeting of the Board.
Section 2.The basic cost of membership is set by the Board at its discretion yet governed by the guidelines herein, and may change from time to time based on both market rates, operations expenses and/or capital improvement plans. All fees are payable according to a schedule set by the Board of Directors.
Section 3. The rights and privileges of each family membership shall apply to the person who signs the Membership Agreement and his or her immediate family, whose actual (rather than legal) residence is the same as the signer, and shall entitle such persons to the full use and enjoyment of the property of the corporation, subject to such rules and regulations as shall from time to time be enacted by the Board of Directors.
1. The primary account holder of a family membership may also designate one consistent caregiver (nanny / au pair) who brings the family’s children in lieu of the parents. These family members and caregivers will be permitted to use the swimming facilities on the basis of the membership of the primary account holder in so far as rules and regulations pertain.
Section 4. The number of memberships outstanding in the corporation shall be determined by the Board of Directors based on the ability of the pool facility to serve its members, and that number may be adjusted from time to time.
Section 5. The annual dues and all assessments, if any, shall be paid in such amount and at such time as specified by the Board of Directors.
Section 6. Membership in the corporation shall not be transferable and notice to such effect shall be included in each Membership Agreement signed.
Section 7. Resignation of membership shall be upon the following procedure:
- Notice of resignation to the Board in writing via any regularly accepted form.
- In the event of the death of a person to who holds a membership, upon written application of such person’s lawfully appointed and acting representative, the membership may be continued by the immediate family of the deceased member residing in the deceased member’s household.
- Resignation of membership does not obligate the corporation to refund any amounts paid in dues or assessments, nor does it relieve any person of outstanding debt to the corporation unless that debt has yet to come due before a notice of resignation is received by the Board of Directors.
Section 8. Memberships may be temporarily rented by members in good standing to persons on the membership waiting list, with the following provisions:
- If a membership is rented, the chartered member shall forfeit all rights, privileges, and responsibilities of membership, except voting at membership meetings, for the term of the rental, which shall be a minimum of one season.
- Membership rentals may be renewed by a renter without limitation, except if a renter is offered full membership in the corporation and refuses, and if so, that person’s membership rental shall be terminated at the end of the current season, and may not be renewed.
- Membership rentals, when available, shall be offered to persons in the order that they were placed on the membership Waitlist. Memberships may be rented by the owner of the membership for a maximum of two consecutive years, and not more than two times in any five-year period. An administration fee of $150 per year shall be charged to each member renting a membership.
- The renter of a membership shall not be permitted to vote.
Section 9. The Board of Directors is authorized and empowered to suspend or revoke the privileges of membership of any member for failure to observe rules and regulations adopted by the Board of Directors. In the event membership privileges are suspended or revoked, no dues or assessments shall be refunded to cover the period of suspension or revocation.
Section 10. The Membership Waitlist shall be managed by the Membership Committee Chair according to the Waitlist Policies & Procedures, and a summary report shall be submitted to the Board no less than the three(3) times per year the Board must convene. Membership opportunities to those on the Waitlist shall be offered by the Membership Committee Chair on a first-come first-served basis, without exception, unless otherwise approved by the Board of Directors.
ARTICLE III FINANCES
Section 1. Income. The corporation shall receive its income from dues, assessments, and fees paid by its members, the amounts of which are set by the Board. No part of the net earnings, if any, of the corporation shall inure to the benefit of any member or individual nor any particular group of members or individuals.
Section 2. Use of Dues. Dues are to be collected and recorded through the Income Statement/Profit & Loss/Statement of Operating Activities and primarily, if not exclusively, used to operate the pool on a day-to-day or season-to-season basis. Any excess annual profits less what the Board deems reasonable to hold in cash for considerations of use in relatively immediate operational needs should be transferred to the Balance Sheet to join capital collected through initiation fees and capital assessments for funding planned future capital improvements or reducing debt, or otherwise be returned to membership in the form of a dividend distribution or a lowering of annual dues/fees.
Section 3. Use of Assessments. Operating assessments in addition to annual dues and initiation fees and stock fees may be levied by the Board of Directors. This type of assessment should occur only in rare occurrences and should be intentionally limited to remedying unforeseen events causing a deficit in the operating budget of the corporation. The maximum amount of cumulative assessments for any one year, whether they be operating or capital assessments, shall be limited to $200 per member unless a one-time capital assessment of a greater amount is approved by a vote of membership.
The Board is required to assure new members contribute to the capital budget held on the Balance Sheet. This capital contribution may or may not be composed of only Initiation Fees upon joining membership, and may also, at the determination of the Board, be administered for a number of initial years of membership, depending upon the capital needs of the corporation.
The Board should always be considering future planned capital expenditures, using the corporation’s capital fund to budget for such, and therefore, should not have to administer one-time capital assessments otherwise to existing members except in very rare occasions.
Section 4. Initiation Fee. A one-time, non-refundable initiation fee shall be assessed to each new member and shall be payable on the effective date of the membership. This initiation fee is in addition to the cost of annual dues. The amount of this fee is to be $1,100, and can only be increased by $200 in any given year.
Section 5. Breach of Contract. Failure to pay annual dues, stock fees, assessments of any kind, or other fees shall be grounds for the Board of Directors to temporarily suspend membership privileges. The Board of Directors may revoke the membership of a member who is delinquent for 15 days without a plan in place to remedy the delinquency that is Board approved. Revocation of membership does not relieve members’ liability to pay any amounts assessed.
Section 6. Additional Collections. The Board may choose to allow members to use the pool &/or its facilities/amenities outside of normal operational hours for a fee, as long as that use is in accordance with applicable laws, guidelines and procedures set forth by state, county or other municipalities which govern pool activity, and as long as the insurance/risk is considered on behalf of the health of the corporation serving the whole of membership.
Fees for guests, which must be accompanied by a member, may be charged and collected from the member in a manner and amount deemed appropriate by the Board.
ARTICLE IV DIRECTORS & OFFICERS
Section 1. The business and affairs of the corporation shall be managed by its Board of Directors consisting of five (5) members to be elected as hereinafter provided.
Section 2. There shall be elected five(5) voting members of the Board of Directors. The Board of Directors shall be made up of the President, a Finance Committee Chair/Treasurer and three(3) At-Large Members, each of whom may serve as Committee Chairs, most likely in the areas of a.) Governance, b.) Membership admissions and resignations, and c.) Activities for members and their accompanied guests. The Board shall appoint its Committees and the Chair as it deems necessary to fulfill the bylaws, articles of incorporation, mission and/or stated beliefs of the pool on behalf of membership. The duties of these committees shall be set forth by the Board of Directors and their activities shall be subject to the control and approval of the Board.
Section 3. Board members are elected for a three(3) year term. The Board may elect to extend an additional three(3) year term to any Board member with a three-fourths vote.
Section 4. The President shall preside at all meetings of members and directors, shall have general supervision of the affairs of the corporation, and generally perform all other duties incident to his office. In the absence or disability of the President, an At-Large member deemed by the Treasurer shall perform all duties of the President deemed necessary and unavoidable by the Board, except those related to the Treasurer. The President shall have the authority to sign all checks, drafts, notes, and orders for the payment of money, and shall sign such instruments in the absence of the Treasurer. The main role of the President is to ensure the perpetuation of the success of the corporation while upholding its bylaws, articles of incorporation, mission and/or stated beliefs.
Section 5. The Treasurer shall have custody of all funds and securities of the corporation and deposit the same in the name of the corporation in such banks or savings associations as the Directors may elect. The Treasurer shall have the authority to sign all checks, drafts, notes, and orders for the payment of money. The Treasurer shall at all reasonable times exhibit the books and accounts to any Director or member of the corporation as long as the Board is made aware and gives permission to do so.
Section 6. All officers of the corporation receiving, disbursing or in any way handling the corporate funds shall be bonded in such a manner and to such an extent as shall be determined by the Board of Directors so that at all times the assets of the corporation and interests of the members shall be adequately protected.
Section 7. All members of the Board of Directors must be members in good standing of the corporation. Failure on the part of any director to maintain good standing shall, at the option of the majority of the remainder of the Board of Directors, result in a forfeiture of the office. In such event, the vacancy so created, or any other vacancy on the Board of Directors shall be filled by the Board of Directors as soon as reasonably possible.
Section 8. An Annual Meeting of the Board of Directors shall be held in the month of February on such a day, time and place as may be designated by the President. Additional meetings of the Board may be called at any time by the President or by any three other members of the Board. Notice of both regular and special meetings shall be in writing to all members of the Board of Directors at least seven (7) in advance of the meeting, but waiver of such notice may be provided for and entered in the minutes of the meeting. Any member in good standing may attend any Board meeting and may address the Board. However, the Board reserves the right to conduct portions of the meeting in closed session at its discretion. The Board shall meet no less than three(3) times annually.
Section 9. A quorum at any meeting of the Board of Directors shall consist of a three-fourths majority of the Board and a three-fourth’s majority of those present shall decide any question that may be presented at the meeting.
Section 10. No Director of the corporation shall receive any compensation for services rendered without Board approval. However, the Board may waive annual dues for any acting Board member serving and fully contributing as a Committee Chair. Initiation fees and assessments of any kind must be paid by all Board members.
Section 11. Use of property of the corporation shall be governed by the Board of Directors, which shall have authority to adopt and enforce rules and regulations pertaining thereto. A copy of all such rules and regulations shall be furnished to each member of the corporation upon request.
Section 12. The Board of Directors shall hire a professional pool manager who will oversee all daily operations of the pool during its operating season. All decisions of the pool manager concerning operation of the pool shall be subject to the review and approval of the Board of Directors.
Section 13. The Board shall hire a Certified Public Accountant, or otherwise sufficiently certified bookkeeping service, to verify any annual tax obligations, and review monthly all financial statements before the Treasurer submits to the Board for review. A monthly Board review of financials should include the income statement (profit & loss) and the balance sheet, at a minimum. The Treasurer and the President shall present these results to the Board monthly.
Section 14. The Board shall require its Treasurer to keep its books and records through methodologies commonly considered as modern and efficient. The records of the Board and the organization should be easily accessible yet appropriately secured and safely stored in more than one place with more than one person. All records should be effectively transferable through continuous Board succession. Records should be able to be shared digitally with outside parties approved by the Board and based on appropriate permissions established.
ARTICLE V MEMBERSHIP MEETINGS & VOTES
Section 1. Special meetings of the membership may be held at any time upon the call of the President, the Board of Directors, or of members in good standing holding 25 percent of the membership certificates.
Section 2. Written notice of all meetings of the membership shall be communicated in writing to each member at least seven(7) days prior to the date of such meeting, and the notice of every special meeting shall state the object or objects for which it is called and no other business shall come before such meeting.
Section 3. No quorum shall be required for any membership meeting. For any business that requires a vote from membership, a quorum is required and a two-thirds majority of the voting membership shall be required to enable the Board to take action per the vote. Only one vote shall be allowed for each membership.
Section 4. At all meetings, “Roberts Rules of Orders, Revised” shall govern for any questions of procedure not covered by the By-Laws.
ARTICLE VI MISCELLANEOUS
Section 1. The Board of Directors shall have the authority by vote of three-fourths of the majority of Directors to amend the By-Laws so long as the By-Laws are not inconsistent with the Articles of Incorporation or the law. At least five(5) days written notice shall be given to all Directors of any meeting at which an amendment will be voted upon.
Section 2. To the fullest extent permitted by the North Carolina Non-Profit Corporation Act, as the same now exists or may hereafter be amended, the corporation shall indemnify all persons serving as officers or directors of the corporation, or in both such capacities, against all liability and litigation expense, including but not limited to reasonable attorney’s fees, arising out of their status as such or their activities in any of the foregoing capacities, regardless of whether or not they are officers or directors of the corporation at the time such indemnification is sought or obtained. Without limiting the generality of the foregoing indemnity, such persons may also recover from the corporation all reasonable costs, expenses, and attorneys’ fees in connection with the enforcement of rights to indemnification granted by this Section. The provisions of this Section are in addition to and not in limitation of the power of the corporation with respect to, and the rights of any officer, director, employee or agent of the corporation to receive the benefits of, any other or further indemnification, insurance, elimination of liability or other right or benefit which is either required by the Non-Profit Corporation Act or permitted thereby and duly adopted by the corporation in accordance therewith.
Section 3. The personal liability of each director of the corporation is hereby eliminated to the fullest extent that elimination thereof is permitted by the North Carolina Non-Profit corporation Act, as the same now exists or may hereafter be amended.