As Amended February 25, 2003
ARTICLE I
Section 1
Forest Knolls Pool, Inc., is a non-profit corporation organized for the express purpose of providing swimming pool facilities for its members, and for such other recreational activities as may be subsequently desired by its members.
ARTICLE II
Section 1
The officers of the Pool shall be elected by the Board of Directors from among the Board members. The officers shall hold office for a period of one (1) year, unless removed as provided by Article VIII of these by-laws. An officer may serve multiple terms.
Section 2
The officers shall be President, Vice-President, Treasurer, Secretary, and other officers deemed necessary by the Board.
Section 3
The President shall preside at all meetings of the members, and at the meetings of the Board of Directors. In addition, the President shall perform such other duties as customarily pertain to the office of President.
Section 4
The Vice-President shall have the powers, authority and duties of the President during the absence of the latter, and shall accede to the office of the President, upon the withdrawal of the President from office, the removal of the President from office, or because of the inability of the President to act. The Vice-President shall supervise the filing of all reports required by law.
Section 5
a) The Treasurer of the Pool shall have custody of all funds, securities, valuable papers and other tangible assets of the Pool, except those papers that the Board of Directors shall determine are to be held by the Secretary.
b) The Treasurer will prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the corporation as of the last day of the preceding month. The Treasurer shall also prepare an annual financial statement for submission to the annual meeting of the members. It shall also be the duty of the Treasurer to prepare all financial reports and returns as shall be required by law, custom and as directed by the Board of Directors.
c) The Treasurer shall administer the petty cash fund, make disbursements by check and receive cash, money, and other negotiables as authorized by the Board of Directors.
Section 6
The Secretary shall keep the minutes of all the meetings of the members and the Board of Directors. The Secretary shall also give all written notices of the Pool and handle correspondence.
The Secretary shall record all transfers of certificate of membership, sales and exchanges, and maintain a current list of members of the Pool. All notices pertaining to membership dues shall be issued by the Secretary.
The Secretary shall prepare a list of all members of the Pool in good standing prior to the annual meeting. This will be the official list of Pool members and shall be used to establish voting membership.
ARTICLE III
Section 1
The Board of Directors is authorized to sell and issue certificates of membership not to exceed three hundred (300). This shall constitute “full membership” for the purposes of Section 3 of this Article. Certificates of membership must be paid in full at a price to be established by the Board of Directors prior to issuance.
Section 2
Where the word “member” appears in these by-laws, it shall be interpreted as being a person listed in the official records of the Pool as the current owner of a certificate of membership and those members of his or her immediate family household registered with the Pool.
Section 3
A membership purchased prior to September 15, 1989, may be sold or it may be transferred with the sale of the member’s house. If the member is in good standing and the member’s dues and assessments are currently satisfied, the member may sell or transfer their membership. It is the responsibility of the member to sell their membership. The members must notify the Secretary of the Pool of the sale or transfer and provide the name, address and phone number of the purchaser or new owners, the original member will surrender the old certificate to the Secretary upon implementation of the sale or transfer. The Secretary shall then issue a new certificate to the new member. (There is currently a $25 fee to cover the cost of completing this transaction.)
Section 4
A membership acquired on or after September 15, 1989, may not be sold but it may be transferred with the sale of a member’s home. The original member should provide the name, address and phone number of the new owners to the Secretary of the Pool and shall surrender the old certificate to the Secretary upon implementation of the transfer. The Secretary shall then issue a new certificate to the new member.
Section 5
Any member failing to pay dues or assessments by Pool opening may be suspended from using the Pool. Such suspension may exclude him from all privileges accorded to members, including the right to vote. A member shall be reinstated upon payment in full.
Section 6
The Board of Directors may cancel any membership by a two-thirds vote and by refund of the pro-rated annual and membership (purchased prior to September 15, 1989) fees. The member may be reinstated upon appeal and approval by a majority of the Board of Directors or by a majority vote at the next membership meeting.
ARTICLE IV
Section 1
Two annual meetings of the members shall be held each year, one in May and one in August, at such times and places as the Board of Directors shall designate. The May meeting shall include, but is not limited to, the presentation of and adoption of the previous year’s financial statements and the current year’ s budget. The August meeting shall include, but is not limited to, the biennial election of the Board members.
Section 2
A special meeting of the members may be called by the President. Upon presentation of a written request signed by at least twenty-five (25) members, the President shall call a meeting of the Pool members within thirty (30) days.
Section 3
At least seven (7) days prior to the date of the annual or a special meeting, the Secretary shall send written notice to each member.
Section 4
Twenty (20) members present shall constitute a quorum to transact any business of the Pool. Each member shall be entitled to one (1) vote per certificate of membership. No vote may be split. Proxy votes are not permitted.
Section 5
Robert’s Rules of Order shall govern all meeting of the Pool.
ARTICLE V
Section 1
Except in the year of adoption, biennially four (4) of the required nine (9) Directors shall be elected from the members tomanage affairs of the Pool. The year following, and also biennially, an additional five (5) Directors shall be elected from the members. Nine members shall serve at all times. In the year of adoption, nine (9) Directors shall be elected.
Section 2
Except in the year of adoption, each Director shall serve a term of two (2) years. Terms of service shall commence on the first day of October following the August election. A Director may serve multiple terms. In the year of adoption, four (4) Directors shall serve for a term of one (1) year and five (5) Directors shall serve for a term of two (2) years.
Section 3
Each member may cast one (1) vote for each seat on the Board of Directors.
Section 4
The Board of Directors may fill a vacancy on the Board at their discretion. The appointee shall serve for the remaining term unless not approved at the next General Meeting. If not approved, the vacancy shall be filled for the unexpired term by an election held at the same meeting.
Section 5
Any Director who fails to attend three (3) consecutive regular meeting s of the Board of Directors, or otherwise fails to perform any of the duties as a Director may have the office declared vacant by the Board and the vacancy filled as provided in the section above.
Section 6
As soon as possible after their election at the annual meeting, the Directors shall elect officers as provided in Article II, Sections 1 and 2. The names of the officers elected shall be made known to the members.
ARTICLE VI
Section 1
Regular meetings of the Board of Directors shall be held as deemed necessary by the President and will be open to all members. In addition, the President shall call a meeting of the Board at the request of any four (4) Directors. The President shall also fix the time and place of the meeting of the Board.
Section 2
Five (5) Directors shall constitute a quorum.
ARTICLE VII
Section 1
Any obligation or expenditure of the Pool in excess of One Hundred Dollars ($100.00) requires prior approval of the Board of Directors.
Section 2
Personal property of the Pool may be sold or transferred with prior approval of the Board of Directors.
Section 3
Real property may be sold, transferred or encumbered by the Board of Directors, upon the approval of a majority of the members present at a duly held meeting of the members.
Section 4
All funds of the Pool shall be deposited in such qualified depository or depositories as the Board of Directors may designate by resolution. Such funds must be deposited in banks or institutions which have deposits insured by an agency of the Federal Government.
Section 5
All disbursements shall be made by check, which must be signed by any two of the four officers.
Section 6
Every officer of the Pool shall turn over all books, records, and papers to the successor within Thirty (30) days after the election.
Section 7
The Pool Board shall have the sole authority to control revenue and expenditures. The Board shall have the authority to reduce fees when appropriate. The Board shall have the sole authority to raise annual dues, guest fees, or other forms of revenue. Any increase of the annual dues that exceeds 10% of then current dues, must be approved by the membership, and in accordance with any and all other provisions of these by-laws.
ARTICLE VIII
Section 1
Any Director of the Pool may be removed from office by a two-thirds (2/3rds) vote of the members at the meeting, but onlyafter an opportunity has been given him/her to be heard. The Board of Directors may suspend any Director and appoint areplacement to serve until the next annual meeting.
Section 2
When an Officer is absent or otherwise unable to perform the duties of the office, the Board of Directors may by resolution designate another member of the Board to act temporarily in his/her place.
Section 3
Copies of the organization papers of the Pool, its by-laws and any amendments, and the membership records of the Pool shallbe safeguarded. Proceedings of all meeting shall be recorded in the minutes book. The minutes of all meeting shall be signed bythe President, Secretary, or by those acting in their places.
Section 4
Prior to the annual meeting, the year-end financial statement and the proposed budget for the New Year shall be prepared.
ARTICLE IX
Section 1
Amendments to the by-laws may be adopted by a two-thirds (2/3rds) vote of the members at the meeting. Proposed amendments to the by-laws shall be presented in writing to the Board of Directors and must be signed by at least five (5) members in good standing. Notice of consideration of changes to the by-laws shall be sent to the members at least ten (10) days prior to the meeting at which time such changes are to be voted upon.
Section 2
Any questions as to the meaning or proper interpretation of these by-laws shall be determined by the Board of Directors.