Bylaws
BYLAWS OF MOUNTAIN SPRINGS SWIMMING CLUB, INC.
A Not-for-Profit Corporation
ARTICLE I.
Name
The name of the corporation shall be Mountain Springs swimming Club, Inc.
ARTICLE II.
Principal Office
The principal office of the corporation shall be located at 905 Kennamer Drive in the City of Huntsville. Alabama. The corporation shall have such other offices, either within our without the state of Alabama: as the Board of Directors may determine from time to time. '
ARTICLE III.
Purpose
SECTION I. The purpose for which this Corporation is formed is to promote the health and general welfare of its members and to provide for social and other recreational activities of its members, and in pursuance thereof. to acquire hold real property, to erect buildings, to own and operate a swimming pool and other recreational facilities and to engage in any other activities necessary or incidental to the furtherance of these objectives.
SECTION II. The Corporation shall not engage in the business of selling or keeping for sale or otherwise disposing of any liquids or beverages that are prohibited by the laws of the Alabama to be manufactured: sold, or otherwise disposed of in this state, and the corporation shall not permit its members to keep or store any such prohibited liquors or beverages at or near the premises of the Corporation for 'use by or consumption by its members or others: or for distribution or division among its members or their guests and the Corporation shall not maintain any unlawful drinking place or any liquor nuisance contrary to the laws of Alabama: and if it does so its charter may be forfeited.
SECTION III. The Corporation shall not permit any game' to be played for wager, or any gambling, or the presence of any gambling or gaming device on or about the premises, or at the Club Room of the Corporation, and if the Corporation does so its charter may be forfeited. This limitation shall not be construed so as to prohibit the playing of cards, dominoes, chess, pool, billiards, or other like amusements where nothing of value is wagered on such game.
ARTICLE IV.
SECTION I. The members of the Corporation shall be divided into two (2) classes as follows:
A. Regular Share Owning Members)
B. Non-voting Family Season Members.
SECTION II. The total number of regular members in this organization shall be limited to two hundred (200) regular memberships. Such membership shall be in the name of the head of each family and shall cover only those members of the family residing within the household.
SECTION III. Non-voting family season memberships shall be made available at the discretion of the Board of Directors, annually, at a season rate to be no less than one hundred fifty percent (l50%) of the annual dues for the regular shareholding members. The family season members shall be bound by all rules and regulations applicable to other members. but shall have no direct voice or vote in the operation of the pool and such family season membership may not be purchased for more than one season.
SECTION IV. Each application for regular membership must be made in writing in the form prescribed by the Board of Directors, endorsed by a regular member of the pool in good standing. and must be presented by such member to the Secretary of the Corporation for action as herein provided prior to a meeting of the Board of Directors.
SECTION V. An applicant for regular membership shall not be admitted except by the affirmative vote of at least six (6) members of the Board of Directors.
SECTION VI. Stock certificates shall be transferable, provided that such dues and assessments on such stock certificate to be transferred are current and that the proposed transferee meets all requirements of ownership set forth herein and is acceptable to the Board of Directors. Each member desiring to transfer his or her stock certificate may procure his or her own transferee and any remuneration paid for that stock certificate shall be distributed by the Board of Directors to the Transferor. If a member desiring to transfer his or her stock certificate does not wish to procure a transferee, then, in that event, the Board of Directors shall maintain a list of members desiring to sell their stock certificates and said certificates shall be sold to prospective members who came to the attention of the Board of Directors but were not procured by another member for the purpose of transferring his or her stock certificate. Said certificates shall be sold in the chronological order in which a Written request to transfer was received by the Board of Directors or any of its members. In all events, a $25.00 transfer fee shall be assessed for all stock certificate transfers and shall be paid by the purchasing member. The stock certificates (memberships) shall also be transferable only by and through the Board of Directors, and all such stock certificates which members desire to sell shall be returned to the Board of Directors and such stock certificates so returned to the Board of Directors shall be transferred to the purchasing member for the value (price) of the stock certificate effective at that time of sale, and the funds received by the Board of Directors from the purchasing member shall be delivered to the selling member. The value (price) of one share of stock in the corporation shall be $250.00; provided, however, that any Member who procures his or her own transferee may charge any amount to which the transferor and the transferee agree, so long as the price does not exceed $250.00.
SECTION VII. The privileges of membership, except voting rights, may be temporarily transferred by a member moving to a place of residence being located outside an area included within a radius of seventy-five (75) miles from the city limits of Huntsville, Alabama to such members tenant residing in the home of such member for a reasonable period of time, provided: however, that the dues and assessments are current and such transferee meets all the requirements for membership and is acceptable to the Board of Directors and provided further, that such member may not exercise privileges of membership, except voting during the period such transfer is in effect.
SECTION VIII. Stock certificates shall be in a form adopted by the Board of Directors and shall be signed by the President, or Vice-president, and the Comptroller. All certificates shall be consecutively numbered, and shall bear the name and address of the family holding the membership represented thereby. The stock certificate shall entitle the holder and all members of that family residing at the same address to use the swimming pool and other facilities of the Corporation, unless the membership is suspended, terminated, or transferred as provided herein.
SECTION IX. The voting power and property rights and interest of all members shall be equal. Each regular membership shall be entitled to one vote on any and all questions coming before the members.
SECTION X. Any member failing to pay dues, and/or assessments within the time specified by the Board of Directors shall, upon notice, be automatically suspended from all privileges of membership, and if, within the time limit specified by the Board of Directors, such failure is not corrected in the method and manned prescribed by the Board of Directors, the Board may declare such membership and any and all of the dues and/or assessments paid therefore to be forfeited.
SECTION XI. Any member may be expelled as a member of this organization for arts and conduct prejudicial to the best interests of the Corporation and the directors thereof. Any member may be removed from membership by a majority of vote of those present at any annual meeting or at any special meeting of the Directors called for that purpose, or conduct being prejudicial to the Corporation provided that such member has first been served with written notice of the accusation against him and shall have been given an opportunity to produce his witnesses, if any: and to be heard at the meeting at which such vote is taken. When so removed from membership the former member shall forfeit any and all rights and interests in this organization and its property. The member so removed may appeal the expulsion action to the membership at the next annual meeting.
SECTION XII. Out-of-town guests or relatives of full-time or summer members in good standing who are visiting for a period of one week or more shall enjoy benefits comparable to non-voting summer members [eg. pool use, swim lessons, and swim team (with paid dues)] for the duration of their stay. Benefits expire on their departure from Huntsville. Benefits renew on separate trips to Huntsville.
SECTION XIII. Employees and staff of Mountainsprings Pool shall, as an employee incentive, be granted, for the term of their employment (the summer season), restricted seasonal membership. Employees are those persons on the official payroll in positions of management, full- or part-time lifeguards, regularly scheduled substitute lifeguards, coaches and assistant coaches. Only the employee shall be entitled to regular pool use and other standard seasonal membership benefits. Benefits shall not be extended to the employee's family members or guests. Benefits are seasonal only and expire at the termination of seasonal employment
ARTICLE V.
SECTION I. The Board of Directors prior to the annual meeting shall establish dues for the ensuing season. Dues shall be sufficient to provide for the necessary expenses for the corporation and the proper maintenance and improvement of its property. A detailed operating maintenance and improvement budget shall be submitted to the membership at this meeting.
SECTION II. There shall be no assessment levied against the members of the corporation except by the affirmative vote of two-thirds (2/3rds) of those present, either in person or by proxy and voting at any annual meeting or at any special meeting called therefore, provided that notice of the presentation for vote on any assessments shall be made in writing to each member of the Corporation mailed not less than ten (10) days prior to such annual meeting or special meeting.
SECTION III. No dues or any part thereof shall be refunded in the event that pool operations are required to be suspended for any purpose.
SECTION IV. All dues for the forthcoming season shall be paid by such date as determined by the Board of Directors.
ARTICLE VI.
Meeting of Members
SECTION I. There shall be an annual meeting of the members to be held on the 3rd Tuesday of March in each year at 7:00 p.m., at such place as the Board of Directors may designate, for the purpose of approving the budget of the corporation for the succeeding year and for the transaction of such other business as may come before the meeting. If the day fixed for such annual meeting is a legal holiday in the state of Alabama, such meetings shall be held on the next succeeding business day.
SECTION II. A fall meeting of the members shall be held on the 3rd Tuesday in September of each year at 7:00 p.m. at such place as the Board of Directors may designate for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the state of Alabama such meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated herein for such fall meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
SECTION III. Special meetings of the members may be called by the President, the Board of Directors, or not less than fifteen (15) members having voting rights at such place and time as may be designated in the notice. If no designation is made, the place of meeting shall be the principal office of the corporation in the state of Alabama, but if all the members of said corporation shall meet at any time and place, either within or without the state of Alabama, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
SECTION IV. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail to each member entitled to vote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of such meeting, by or at the direction of the president or the secretary, or the officers, or the persons calling the meeting. In case of a special meeting, or when required by statute or these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States Mail addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid.
SECTION V. Members holding twenty (20) or more shares of the corporation (representing 10% of the maximum allowable number of members) that are present at any meeting, either in person or by proxy shall constitute a quorum of such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
SECTION VI. At any meeting of members: a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after two months from the date of this execution, unless otherwise provided in the proxy.
SECTION VII. So far as it applies, the following order of business shall be observed at all meetings of the members
A. Roll call of officers and directors;
B. Reading, correction, and approval of minutes of previous meetings;
C. Reports of officers;
D. Reports of committees;
E. Election of officers and directors;
F. Old business;
G. New business;
SECTION VIII. Unless otherwise expressly herein provided, Robert's Rules of Order shall govern the conduct of all meetings. The legal advisor shall resolve any question regarding the conduct of such meeting after reference to Robert's Rules of Order, the Constitution and the By-Laws of the Corporation.
ARTICLE VII.
SECTION I. The Board of Directors shall manage the affairs of the Corporation.
SECTION II. The number of Directors shall be eleven (11) and shall be elected at the annual meeting of the members in the fall as herein provided, and the term of office of each director shall be for two (2) years next succeeding his election and until the election and qualification of his successor.
SECTION III. The immediate past president, if willing to do so, shall serve as a non-voting, ex-officio member of the Board of Directors for-one (1) year after completion of his term as president with the duties of such ex officio member being to advise the newly elected presidents as needed, and to promote continuity of operations of the corporation.
SECTION IV. Regular meetings of the Board of Directors shall be held on the 3rd Monday evening of the following months: January, March, June, August, September and November. Special meetings of the Board of Directors may be called by or at the request of the president or any two (2) directors and shall be held at such place as may be designated by the person or persons so calling the meeting.
SECTION V. Notice of each meeting of the Board of Directors shall be given at least two (2) days prior thereto by written notice delivered personally or sent by mail or telegram to each director at his address as shown by (be records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice at a meeting. The attendance of the director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
SECTION VI. A majority of the Board of Director shall constitute a quorum for the transaction of business at any meeting other Board: but if less than a majority of the directors are present at any meetings a majority of the directors may adjourn the meeting from time to time without further notice.
SECTION VII. The act of majority of the board present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
SECTION VIII. The Board of Directors shall fill any vacancy occurring in the Board of Directors and any directorship to be filled by reason of any increase in the number of directors. A director appointed to fill a vacancy shall serve for the unexpired term of his predecessor in office.
SECTION IX. The authority of the Board of Directors, to control and manage the business of the Corporation shall extend to, but shall not be limited to such actions as:
A. Publishing and enforcing reasonable rules for the use of corporation facilities;
B. Establishing annual dues;
C. Adopting reasonable rules concerning the admission of guests and the charges, if any: to be levied upon members who invite such guests;
D. Accepting or rejecting proposed members;
E. Determining the opening and closing dates of the swimming season;
F. Securing and terminating the services of any persons employed by the Corporation;
G. Preparing and submitting to the members a financial report prior to the annual meetings;
H. Authorizing the incurring of obligations;
I. Naming an audit committee or otherwise proving for competent of the corporation's books and records;
J. Determining reasonable rates of depreciation and adopting a reasonable plan for replacement of depreciable assets)
K. Electing directors and officers to fill vacancies and electing officers as herein provided.
ARTICLE VIII.
Officers
SECTION I. The officers of the corporation shall be a president, a vice-president, a secretary: a treasurer and a comptroller, all of whom shall be elected from active membership by the Board of Directors immediately following the fall meeting of the corporation. Unless sooner removed, and provided herein, they shall hold office until the next fall meeting of the corporation.
SECTION II. The president shall preside over all meetings of the corporation membership and shall perform such other duties as customarily pertain to the office of president or as he may be directed to perform by resolution of the Board of Directors.
SECTION III. The vice-president shall have and exercise the powers, authority and duties of the president during the absence of the latter, or his inability to act. The Vice-president shall act for the Board of Directors as personnel manager of the persons employed by the corporation and shall perform such other duties as may be assigned to him by the Board of Directors.
SECTION IV. The secretary shall receive an accurate membership list from the Comptroller no less than ten (10) days prior to the any meeting of the membership. The secretary shall maintain accurate lists of the directors and officers. The secretary shall keep minutes of stockholders and director's meetings and shall give the required notice of all meetings. The Secretary shall have custody of all books; records, and papers, except those in possession of the treasurer or comptroller of the corporation. Copies of all correspondence in the name of the corporation shall be filed with the secretary.
SECTION V. The treasurer shall maintain custody of all funds, securities, physical papers and other intangible assets of the corporation. The treasurer shall receive duplicate copies of all deposit slips from the Comptroller and shall pay all bills of the corporation as authorized by the Board of Directors. The treasurer shall provide and maintain full and complete records of all the assets and liabilities of the corporation and shall prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the corporate finances as of the last day of the preceding month. The treasurer shall prepare such tax reports as local, state and federal agencies may require.
SECTION VI. The Comptroller shall countersign all stock certificates and provide such other stockholder’s identification as may be required by the Board of Directors. Comptroller shall maintain an accurate list at all times of shareholders who are, or are not, qualified to use the facilities of the corporation and shall provide copies of such list as may be required. The Comptroller shall be the recipient of income of the corporation from all sources: including, but not limited to, receipts from the sale of stock, transfer fees, annual membership dues, interest, and other items of income on behalf of the corporation. The Comptroller shall provide the treasurer with a duplicate copy of all such deposits within a reasonable period of time, indicating thereon the only source from which the income accrued. The Comptroller shall not be authorized to expend funds of the Corporation in any manner.
SECTION VII. The Board of Directors shall fill any vacancies among the officers of the corporation.
SECTION VIII. Officers and Directors of the Corporation may be reimbursed for out-of-pocket expenditures as provided by the Board of Directors made on behalf of the Corporation but shall not otherwise be compensated any differently than other regular share owning members.
ARTICLE IX
SECTION I. The Board of Directors shall appoint such standing and special committee as may be deemed necessary. The president shall have the authority to appoint special committees as may be necessary.
SECTION II. Al1 committees shall be under the supervision of the president, subject to the authority delegated by the Board of Directors.
ARTICLE X
Property and Finances
SECTION I. The Board of Directors may authorize any officer of officers or agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name an on behalf of the corporation, and such authority may be general or may confined to specific instances.
SECTION II. Anything herein to the contrary not withstanding, tangible property of the corporation may be transferred or pledged as security only after the affirmative vote of six (6) members of the Board of Directors; and should such transfer or pledge as security involve any real property owned by the corporation or in which the Corporation has any interest, no such transfer or pledge shall be made until after a simple majority of the members present and voting, either in person or by proxy, at a meeting specially called for said purpose: or at regular meeting of such members: have also approved such transfer or pledge.
SECTION III. Al1 disbursements and funds of the corporation shall be made by checks signed by the treasurer and countersigned by the president or vice-president, provided, however, that the Board of Directors, may, by resolution, provide for the establishment and replenishment of a petty cash fund not exceeding Twenty-Five Dollars ($25.00) for postage defraying other expense items in the corporation in the amounts of Ten Dollars ($10.00) or less.
SECTION IV. All notes, mortgages, or any other evidences of indebtedness issued in the name of the corporation shall be signed by the president and attested by the secretary pursuant to resolution of the Board of Directors.
SECTION V. Al1 funds of the corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, provided, that such banks shall be operating in accordance with the laws of the state of Alabama and in which the deposits are insured by the Federal Deposit Insurance Corporation.
ARTICLE XI
General
SECTION I. All power: authority, duties and functions of the members, directors, officers, and employees of the corporation shall be exercised in strict conformity with applicable provisions of law and regulations and of the Charter and Bylaws of the Corporation.
SECTION II. Any director or officer of the Corporation may be removed from office by the affirmative vote of a majority of the members present and personal and represented by proxy at a special meeting called for the purpose, but only after an opportunity has been given him to be heard.
SECTION III. When an officer is absent or otherwise unable to perform the duties of his office, the Board of Directors may, by resolution, designate another member of the Board of Directors to act temporarily in his place.
SECTION IV. Members may apply for inactive, non-dues paying status not later than May l of each year, if and when the following conditions have been met:
A. The Members' place of residence has become located outside an area included within the radius of seventy-five (75) miles from the city limits from the city of Huntsville, Alabama;
B. The anticipated period of residency outside said area is more than six (6) months next succeeding May l of such year of application;
C. The member submits to the Board of Directors in writing, a request that he be placed in an inactive, non-dues paying, and non-voting status;
D. That all dues and assessments of the member are current and the member agrees and understands that any assessments shall continue to become due and payables; and
E. Such request is approved by the action the Board of Directors.
SECTION V. The payment of dues for any member is due and payable on May l of each year.
SECTION VI. Whenever in these Bylaws or any membership certificate, the term member, membership or membership certificate is used, the same shall be construed and interpreted to designate stockholder, stock ownership, or stock certificate.
ARTICLE XII.
Amendment of Bylaws
SECTION I. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3rds) of the members present, either in person or by proxy, at any regular or special meeting of the membership, provided, however, that no proposal to alter: amend, or repeal said Bylaws shall be voted upon at any specially called meeting of the membership, unless notice of the purpose of such special meeting and of the proposed Bylaws are given ten (10) days prior to such meeting as provided for herein.
APPROVED BY MEMBERSHIP ON: 19 October 1982
AMMENDED BY MEMBERSHIP ON: 22 October 2002