BYLAWS OF FOXCROFT HILLS SWIM CLUB, INC.

(Amended and Restated as of April 20, 2015)

 

ARTICLE I – Corporate Name

The Club shall be known as the Foxcroft Hills Swim Club, Inc., incorporated under the laws of the State of North Carolina as a non-profit corporation for the purpose of providing recreational and social activities for its members.

ARTICLE II – Offices

The principal office of Foxcroft Hills Swim Club, Inc. (the “Club”) and its initial registered office shall be located in Mecklenburg County, North Carolina. The Club may have such other offices within or without the State of North Carolina as the Board of Directors may determine or as the affairs of the Club may require from time to time.

ARTICLE III – Membership Classification and Meetings

Section 1.      Classes.   The Club shall have two classes of members: (i) full members and (ii) senior members. Senior members are those full members that have reached sixty-five years of age as of January 1 of the applicable calendar year. Unless otherwise provided, all references herein to a “member” or “members” shall mean both full members and senior members.

Section 2.      Annual Meeting/Regular Meetings.   The annual meeting of the members shall be held in the first quarter of each fiscal year at a time and place to be selected by the Board of Directors.      Notice of the time and place of the annual meeting shall be given to each member at least ten (10) days prior to the scheduled meeting. Other regular meetings shall be held within the State of North Carolina at such times and places as determined by the Board of Directors.

Section 3.      Special Meetings.    Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by the North Carolina Nonprofit Corporation Act, as amended, (the “Act”), may be called by the Board of Directors upon its own motion, and shall be called by the Club within 30 days after the holders of at least ten percent (10%) of all the votes entitled to be cast on any proposed issue to be considered at the proposed special meeting sign, date and deliver to the Secretary of the Club one or more written demands for the meeting describing the purpose or purposes for which it is to be held.    Notice of the time and place of any special meetings shall be given to each member at least fifteen (15) days prior to the scheduled meeting.

Section 4.     Notice of Meetings.  Written or printed notice stating the time and place of the meeting shall be delivered not fewer than 10 nor more than 60 days before the date thereof, either personally, by mail or by e-mail by or at the direction of the President, the Secretary, or other person calling the meeting, to each member of record entitled to vote at such meetings. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, first class, certified or registered, addressed to the member at his address as it appears on the record of members of the Club, with postage thereon prepaid. If delivered via e-mail, such notice shall be deemed to be delivered when sent to the member at his e-mail address as it appears on the record of members of the club. It shall be the responsibility of each member to provide and to keep current with the Club his address and e-mail address.

In the case of an annual or substitute annual meeting, the notice of the meeting need not specifically state the business to be transacted thereat unless it is one or more of the following matters to be brought before the members for a vote: (1) a director conflict of interest transaction, (2) determination and authorization of indemnification, (3) amendment of the Articles of Incorporation, {4) amendment of these Bylaws., (5) approval of articles of merger, (6) sale of assets other than in regular course of activities, or (7) dissolution of the Club. In the case of a special meeting the notice of meeting shall specifically describe the matter or matters for which the meeting is called. When giving notice of an annual, substitute annual or special meeting of members, the Club shall give notice of a matter a member intends to raise at the meeting if the Club is requested in writing to do so by a person or persons entitled to call a special meeting and if the request is received by the Secretary or the President of the Club at least 10 days before the Club gives notice of the meeting.

When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.      When a meeting is adjourned for less than thirty days in any one adjournment, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken; provided, however, that if a new record date for the adjourned meeting is fixed or is required to be fixed, notice of the adjourned meeting shall be given to the members of record entitled to vote at the meeting as of the new record date.

Section 5.      Waiver of Notice.   The transaction of any members’ meeting, however called and with whatever notice, if any, are as valid as though at a meeting duly held. after regular call and notice, if a quorum of the members is present at the meeting in person or by proxy and no objection to holding the meeting is made by any member present, or his proxy, and if either before or after the meeting each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the action taken as shown by the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 6.      Quorum.    At any meeting of the members of the Club, ten percent (10%) of the members entitled to vote, present in person or by proxy, shall constitute a quorum. If there is no quorum at the opening of a meeting of members, such meeting may be adjourned from time to time by a vote of a majority of the votes voting on the motion to adjourned at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

Section 7.      Proxies.   A member may vote by proxy.   A member may appoint a proxy to vote or otherwise act for the member by signing an appointment form which may be in the form attached hereto as Exhibit A. A telegram, telex, facsimile or other form of wire or wireless communication appearing to have been transmitted by a member, or a photocopy or equivalent reproduction of a writing appointing one or more proxies, shall be deemed a valid appointment form within the meaning of these Bylaws. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

Section 8.      Formal Action of the Members. Except as otherwise provided in the Act or unless the Articles of Incorporation of the Club provide otherwise, each member shall be entitled to one vote on each matter voted on at a members

Meeting. If a quorum is present at a meeting of the members, the affirmative vote of a majority of the votes cast shall constitute the act of the members, unless the Articles of Incorporation, a Bylaw adopted by the members or the Act requires a greater number of affirmative votes.

Section 9.     Informal Action of Members.   Any action which is required or permitted to be taken at a meeting of members may be taken without a meeting if one or more consents in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting and f led with the Secretary of the Club to be kept in the corporate minute book or filed with the corporate records, whether done before or after the action so taken.

 

ARTICLE IV –  Board of Directors

Section 1.      Number and Qualifications.  The management of the Club shall be vested in the Board of Directors consisting of twelve members. The former President shall be an ex official member of the Board of Directors (if not already a Director) for a period of three (3) consecutive years. At least seven of the twelve members of the Board of Directors shall be resident members as defined in Article VIII, Section 1 of these Bylaws.

Section 2.      General Powers.  The Board of Directors shall have the power to make and amend regulations and rules pertaining to the operation of the Club, and shall have responsibility for the entire management of the affairs of the Club and the maintenance and repair of the Club’s facilities. Without limiting the generality of the foregoing, the Board of Directors shall have the authority to exercise the powers granted to this corporation by Section 55A-3-02(a) of the Act. Notwithstanding the foregoing, the Board of Directors shall not take any of the following actions without the affirmative vote of a majority of the members entitled to cast votes at a duly constituted meeting of the members:

(a) the sale of any real property owned by the Club;

(b) causing the Club to be indebted to any financial institution in an aggregate amount greater than $100,000.00;

(c) instituting an assessment of greater than $500.00 per member (excluding dues) in any calendar year;

(d) causing the construction or installation of any new Club facilities (excluding the repair or maintenance of any existing Club facilities) costing in excess of One Hundred Thousand Dollars ($100,000.00).

Section 3.      Election of Directors.    The positions and terms of the members of the current Board of Directors have been ratified as of the date hereof.     Each director shall serve for a term of three (3) years or until his or her death, resignation, retirement, removal, disqualification or his or her successor is elected and qualified.    Nominations for election to the Board of Directors shall be made by a Nominating Committee consisting of the Club President and four other members appointed by the Board of Directors prior to each annual meeting of the members.    The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine but not less than the number of vacancies that are to be filled. In addition to nominations from the Nominating Committee, nominations shall be received from the floor at the annual meeting with prior approval by the nominees.      Directors shall be elected at the annual meeting of the members by written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, one vote. The persons receiving the largest number of votes shall be elected.      Cumulative voting shall not be allowed.      Any Director may be removed from the Board of Directors, with or without cause, by a majority vote of the members. In the event of death, resignation or removal of a Director, his or her successor shall be elected by the remaining members of the Board and shall serve for the unexpired term of his or her predecessor.

Section 4.      De Facto Resignation. Any Director who shall be absent from three consecutive meetings of the Board, without excuse satisfactory to the Board, shall be deemed to have resigned from the Board and the vacancy so created shall be immediately filled as provided above in Section 4 of this Article IV.

Section 5.      Resignation.    Any director may resign from office at any time by delivering a resignation in writing to the Club President.     The resignation shall take effect at any time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.     Annual Meetings. The Directors shall hold an annual meeting of the Board of Directors immediately following the annual meeting of the members.

Section 7.      Special Meetings. Special meetings of the Directors may be called at any time by the President or by any three Directors. Notice of the time and place of any special meeting shall be given at least 72 hours prior to the special meeting. Presence at the meeting shall constitute a waiver of any notice.

Section 8.      Quorum.    Six Directors shall constitute a quorum at any meeting of the Board of Directors.      All matters coming before the Board of Directors shall be decided by a majority vote of all of the members of the Board present and voting at any meeting at which a quorum is present unless a higher percentage is required by some other provision of these Bylaws or by the Act.

Section 9.      Interest of Directors. Each director shall have the responsibility of making prior disclosure to the Board of Directors of any material interest which such director, or any organization with which he or she is affiliated, has in any matter upon which the Board of Directors is asked to take action.

Section 10.     Action Without Meeting.  Action taken by a majority of the Directors then holding office without a meeting is nevertheless action of the Board of Directors if written consent to the action in question is signed by all the Directors and if filed with the minutes of the Proceedings of the Board, whether done before or after the action so taken.

Section 11.     Teleconference, Conference Call or Electronic Meetings (a “TCCEM”). A TCCEM may be called at any time by the President or by any three Directors. Notice of the time and means of communication of any TCCEM shall be given at least 48 hours prior to the TCCEM. Participation in the meeting shall constitute a waiver of any notice. The quorum rules and requirements of Section 8 of this Article IV shall apply to all TCCEMs.

 

ARTICLE V –  Officers

Section 1.      Appointment and Term of Office.    The officers of the Club shall be elected annually by the Board of Directors at the meeting thereof following the annual meeting of the members. At such meeting, the President shall submit his slate of officers to the Board for approval. The Board of Directors may remove any officer from office or declare any office vacant and elect a successor to fill the unexpired term.

Section 2.      Officers. The officers of the Club shall be a President, a vice President, a Secretary and a Treasurer.

Section 3.      President.  The President shall preside at all meetings of the members and Directors; shall enforce all rules and regulations of the Club; and shall control and manage the business, affairs, properties, and facilities of the Club under the general supervision of the Board of Directors.   He, with the Vice President   shall execute on behalf of the Club, all contracts, deeds, mortgages, deeds of trust, notes, bonds and other instruments when authorized by resolution of the Board of Directors. At each annual member’s meeting, he shall report to the members the affairs and activities and conditions of the Club for the preceding year. He shall perform such other duties as the Board of Directors may direct.

Section 4.      Vice President.     The Vice President shall perform the duties of the President in the absence or disability of the President and such other duties as the Board of Directors may direct.

Section 5.      Secretary. The Secretary shall record and keep the minutes of all members’ and Directors’ meetings, shall give notice of meetings as provided by these Bylaws, shall have custody of all books, records and papers of the Club except such as shall be in charge of the Treasurer, shall keep accurate and complete membership lists, execute with the President on behalf of the corporation such written documents and instruments as may be authorized by the Board of Directors, and perform such other duties as may be assigned by the Board of Directors.

Section 6.      Treasurer. The Treasurer shall supervise an accounting firm engaged by the Club and approved by the Board of Directors for the receipt and disbursement of all funds of the Club, which accounting firm shall keep accurate and detailed records of receipts and disbursements and an accurate account with each member. The Treasurer shall cause all funds coming into his hands or the hands of the engaged accounting firm to be deposited in a depository designated by the Board of Directors. The Treasurer shall make a report at the annual members meeting and shall make such additional reports as may be requested by the Directors. The books of the Treasurer and/or the engaged accounting firm shall be open at all reasonable times for examination by the members of the Club.

ARTICLE VI – Committees

Section 1.      Executive Committee.     The President, the Vice President, the Secretary and the Treasurer shall constitute the Executive Committee, which committee shall be vested with the powers of the Board of Directors, to be exercised when the Board is not in session, or in the absence of a quorum thereof. Three members of the Executive Committee shall constitute a quorum thereof.

Section 2.      Establishment and Authority. The President shall, with the advice and consent of the Board of Directors, appoint such committees as may be deemed advisable from time to time. The creation of a committee and appointment of members to it shall be approved by a majority of all the directors in office when the action is taken. Each of such committees is authorized to formulate such rules and regulations as are deemed advisable, necessary or helpful in promoting the activities under its supervision, provided such rules and regulations shall become effective only when submitted to and approved by the Board of Directors, certified by the Secretary, and posted upon the Club bulletin board. Each committee so appointed shall be constituted, and shall have the duties and responsibilities, as shall be determined by the Board of Directors. The President and the Vice President, shall be an ex officio members of all committees.

 

ARTICLE VII –  Indemnification

Section 1.      Definitions.   For purposes of this Article VII, the following definitions shall apply:

(a) “Act” means the North Carolina Nonprofit Corporation Act, effective July 1, 1994, and all amendments and additions thereto.

(b) “Corporation” means the Club as such term is defined in Section 55A-8-50(b)(1) of the Act.

(c) “Director” means an individual who is or was a Director of the Corporation or an individual who, while a Director of the Corporation, is or was serving at the Corporation’s request as a director, officer, manager, partner, trustee, employee or agent of another foreign or domestic corporation (whether a business or nonprofit corporation), limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise. “Director” includes, unless the context requires otherwise, the estate or personal representative of a Director.

(d) “Expenses” means expenses of every kind incurred in defending a Proceeding, including, but not limited to, legal, accounting, expert and investigatory fees and expenses.

(e) “Indemnified Officer” shall mean each officer of the Corporation who is also a Director of the Corporation and each other officer of the Corporation who is designated by the Board of Directors from time to time as an Indemnified Officer. An Indemnified Officer shall be entitled to indemnification hereunder to the same extent as a Director, including, without limitation, indemnification with respect to service by the Indemnified Officer at the Corporation’s request as a director, officer, manager, partner, trustee, employee or agent of another foreign or domestic corporation (whether a business or nonprofit corporation), limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise. “Indemnified Officer” includes, unless the context requires otherwise, the estate or personal representative of an officer.

(f) “Liabilities” means any obligation to pay any or all of the following: a judgment, a settlement, a penalty, a fine (including an excise tax assessed with respect to an employee benefit plan) and reasonable expenses, including, but not limited to, attorneys’ fees of opposing parties incurred with respect to a Proceeding.

(g) “Proceeding” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and any appeal therein (and any inquiry or investigation that could lead to such a proceeding).

Section 2.      Extent of Indemnification.  The Corporation shall indemnify Directors and Indemnified Officers to the maximum extent permitted by the Act.

Section 3.      Indemnification. In addition to, and not in any way in limitation of, all indemnification rights and obligations otherwise provided by law, the Corporation shall indemnify and hold harmless its Directors and Indemnified Officers against all Liabilities and Expenses in any Proceeding (including, without limitation, a Proceeding brought by or on behalf of the Corporation itself) arising out of their status as Directors or officers, or their service at the Corporation’s request as a director, officer, manager partner, trustee, employee or agent of another foreign or domestic corporation (whether a business or nonprofit corporation), limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, or their activities in any such capacity; provided, however, that the Corporation shall not indemnify a Director or an Indemnified Officer against Liabilities or Expenses that such person may incur on account of activities of such person which at the time taken were (i) not conducted in good faith; (ii) known or believed by him or her to be clearly in conflict with the best interests of the Corporation; and (iii) in the case of criminal proceedings, had reasonable cause to believe his or her conduct was unlawful. The Corporation shall also indemnify each Director and Indemnified Officer for his or her reasonable costs, expenses and attorneys’ fees incurred in connection with the enforcement of the rights to indemnification granted herein, if it is determined in accordance with Section 4 of this Article VII of these bylaws that the Director or Indemnified Officer is entitled to indemnification hereunder.

The Board of Directors shall have the authority to adopt such resolutions pertaining to the implementation of this Section 3 as it may from time to time determine, and such resolutions shall be given full effect, even though they supplement, amplify or go beyond the provisions of this Section 3, provided and to the extent such resolution does not violate any provision of the Act or the Articles of Incorporation. This Section 3 shall be construed in a manner to fully effect the purpose and intent of the-resolution of the Board of Directors approving and adopting this provision.

Section 4.      Determination. Any indemnification under Section 3 of this Article shall be paid by the Corporation in a specific case only after a determination that the Director or Indemnified Officer has met the standard of conduct set forth in Section 3 of this Article of these Bylaws. Such determination shall be made:

(a)   by the Board of Directors by a majority vote of a quorum consisting of the members thereof not at the time parties to the Proceeding;

(b)   if a quorum cannot be obtained under this Section 4(a), by a majority vote of a committee duly designated by the Board of Directors (in which designated members thereof who are parties to the Proceeding may participate), consisting solely of two or more members of the Board of Directors not at the time parties to the Proceeding;

(c)   by special legal counsel (i) selected by the Board of Directors or a committee thereof in the manner prescribed in this Section 4(a) or (b); or (ii) if a quorum of the Board of Directors cannot be obtained under this Section 4(a) and a committee cannot be designated under this Section 4(b), selected by a majority vote of the full Board of Directors (in which selection members thereof who are parties in the Proceeding may participate); or

(d)   by the members of the Corporation, but Directors who are at the time parties to the Proceeding shall not vote on the determination.

The Board of Directors shall take all such action as may be necessary and appropriate to enable the Corporation to pay the indemnification required by this Article VII.

Section 5.      Advances for Expenses.    The Expenses incurred by a Director or an Indemnified Officer in defending a Proceeding may be paid by the Corporation in advance of the final disposition of such Proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director or Indemnified Officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation against such Expenses. Subject to receipt of such undertaking, the Corporation shall make reasonable periodic advances for Expenses pursuant to this Section 5, unless the Board of Directors shall determine, in the manner provided in Section 4 of Article VII of these bylaws and based on the facts then known, that indemnification under this Article VII is or will be precluded.

Section 6.      Reliance and Consideration.   Any Director or Indemnified Officer who at any time after the adoption of this Article VII serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right, however, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article VII. No amendment, modification or repeal of this Article VII shall adversely affect the right of any Director or Indemnified Officer to indemnification hereunder with respect to any activities occurring prior to the time of such amendment, modification or repeal.

Section 7.   Insurance. The Corporation may purchase and maintain insurance on behalf of its Directors, officers, employees and agents and those persons who were or are serving at the request of the Corporation in any capacity with another corporation (whether a business or nonprofit corporation),

limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VII or otherwise. Any full or partial payment made by an insurance company under any insurance policy covering any Director, officer, employee, agent or other person identified above made to or on behalf of a person entitled to indemnification under this Article VII shall relieve the Corporation of its liability for indemnification provided for in this Article VII or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the Corporation with respect to such payment.

Section 8.      Savings Clause.  If this Article VII or any portion hereof shall be invalidated on any ground by any court or agency of competent jurisdiction, then the Corporation shall nevertheless indemnify each person indemnified hereunder to the fullest extent permitted by the portion of this Article VII that is not invalidated and also to the fullest extent permitted or required by the applicable law.

 

ARTICLE VIII –  Admission to and Privileges of Membership

Section 1.      Application Procedure.   Provided that the total number of members has not exceeded the maximum number set forth in Section 5 of this Article VIII, resident members shall attain membership in the Club automatically upon acquiring ownership of property located within areas designated as resident membership areas by the Board of Directors, as described below, and submission of a completed application for Club membership in the form and manner prescribed by the Board of Directors. If the total number of members has exceeded the maximum number set forth in Section 5 of this Article VIII, then resident members shall attain membership in the Club once the number of members falls below said maximum number, with new resident members attaining membership in the same order that resident member applicants have submitted a completed application for Club membership to the Board of Directors. Applications for non-resident membership in the Club must be endorsed by two resident members. Non-resident membership shall be extended only to those persons whose applications have been approved by the Board of Directors, or both by the Membership Committee and Board of Directors in the event that such a committee has been appointed pursuant to resolution of the Board setting forth its powers and duties. Only those persons residing or owning property in that area in or near the City of Charlotte known as Foxcroft Hills or other areas designated by the Board of Directors, shall be eligible to become resident members of the Club, and at such time as any resident member shall move from such area, he may resign his membership, however, if he does not resign his membership, it will automatically become a non-resident membership. The Board of Directors may designate other classes of membership or privileges and prescribe the terms thereof.

Section 2.      Prohibition on Membership Transfers.   No membership shall be transferable. Notwithstanding the foregoing, upon the death of a resident or non-resident member who is survived by their spouse, such spouse shall automatically be transferred the deceased member’s membership in the Club upon notification to the Board of Directors of such death and submission of a newly completed application for Club membership in the form and manner prescribed by the Board of Directors. Upon the divorce of any member, the member’s former spouse shall not retain membership privileges in the Club unless such former spouse applies and is accepted for membership in accordance with the provisions of Section 1 of this Article VIII.

Section3.      Dependents. Dependents of a member shall be entitled to the use of all the facilities of the Club to which such member is entitled, subject to the rules and regulations of the Club. Dependents shall be defined as spouses of members, and members’ unmarried children who have not reached their twenty­ first birthday or who have reached their twenty-first birthday and are in school and financially dependent upon the members.

Section 4.                  Rights of Members.    Each member shall have the right to hold office. Only resident members shall have the right to vote in matters submitted to vote at membership meetings. Each resident member shall be entitled to one vote. In addition to the right to vote by proxy, a resident member may vote by the presence of his or her spouse at the applicable meeting for which. a vote is taken.

Section 5.      Maximum Number of Members.    The total number of members of all categories except senior members shall not exceed 350 at any one time. The membership should consist of at least 55% resident members.

Section 6.      Resignation.    Members may resign at any time by giving notice to the Board of Directors in writing, provided all dues and accounts are paid for the current period. Any annual dues paid before resignation shall not be refunded.

 

ARTICLE IX – Initiation Fees

Section 1.      The initiation fees shall be $1,500 for resident members and $2,000 for non-resident members unless the Board of Directors adjusts said amounts at its discretion.

Section 2.     Should any member resign his membership there shall be no refund of his initiation fee; provided, however, that the Board of Directors, at its discretion and based upon extenuating circumstances, may determine a refund to which a member may be entitled.

 

ARTICLE X – Dues

Section 1. The annual dues for each member shall be $400 but may be increased annually by the Board of Directors (commencing in the 1999 calendar year) by no more than four percent (4%) on a cumulative annual basis. Senior members shall pay one-third (1/3) of the dues charged to all other full members. The annual dues shall be due and payable at such time as shall be set by the Board of Directors. There shall be a late charge for payments not received within twenty-five (25) days of the applicable due date in the amount established by the Board of Directors.

Section 2. The Board of Directors shall be authorized to assess the members (an “Assessment”) from time to time, in the discretion of the Board of Directors, for certain capital improvement, maintenance or renovation purposes relating to the Club facilities; provided however, in no event shall any assessment require the payment of more than Five Hundred Dollars ($500.00) per member (exclusive of dues) in any calendar year and assessments may not be charged in consecutive calendar years. Senior Members shall pay one-third (1/3) of the applicable assessment.

 

ARTICLE XI – Indebtedness

Section 1.      All bills for charges and fines other than dues shall become due and payable on the tenth day of the month immediately following the month in which the charges or fines are incurred.

Section 2.      All unpaid indebtedness, including dues, charges and fines, shall become delinquent immediately following their due date. In the event that any member shall fail to pay any dues, charges or fines by the twenty-fifth (25th) day of the month in which the same shall be due and payable, such members name may be posted on the Club bulletin board as delinquent on the first day of the following month.

In the event that any member shall fail to pay an indebtedness by the twenty-fifth (25th) day of the month in which his name shall be posted as delinquent, such member shall be suspended from the use of the Club, and shall be advised of his suspension by the Secretary. If the indebtedness of any suspended member is not paid at or before the next meeting of the Board of Directors, the Board may proceed to expel such member from the Club.

 

ARTICLE XII –  Penalties, Suspension and Expulsion

Section 1.      In the event of an infraction of any By-Law or any rule or regulation of the Club, or any conduct on the part of any member or dependent of a member of the Club which may tend to endanger the good order, welfare, or character of the Club, the President, with the approval of the Executive Committee, may withdraw all privileges of the Club from such member or dependent of a member for a period of not more than thirty (30) days.

Section 2.      In the event that any member or dependent of a member of the Club shall have been suspended for any period of time, as provided in Section 1 of this Article and shall thereafter violate any of the By-Laws or any rule or regulation of the Club, or be guilty of any conduct which may tend to endanger the good order, welfare, or character of the Club then the President shall refer the matter to the Board of Directors, who shall cause written notice of not less than three (3) days to be given to the member or dependent of member, of a special or regular meeting of the Board of Directors, at which time the charges will be heard and the member given an opportunity of defending himself.   If the member, who shall have previously been suspended under Section 1 of this Article, shall be found guilty by the Board of Directors of violating any By-Law or any rule or regulation of the Club, or of any conduct which may tend to endanger the good order, welfare, or character of the Club, then such member or dependent shall be suspended from all privileges.

 

ARTICLE XIII –  Amending Bylaws

These Bylaws may be amended or repealed and new Bylaws may be adopted by the affirmative vote of both the majority of the members of the Board of Directors then holding office at any regular or special meeting of the Board and the majority of members entitled to vote in person or by proxy at a regular or special· meeting of the members at which a quorum is present.· If a majority of members entitled to vote on an amendment to these Bylaws are not present in person or by proxy at such regular or special meeting, then the written consent of a majority of members entitled to vote on such amendment shall be effective to carry out such amendment.