Windy Point Recreation Association, Inc. As amended October 4, 2006
ARTICLE 1 ORGANIZAION AND PURPOSE
SECTION ONE- NAME:
(a) The name of the corporation shall be “Windy Point Recreation Association, Inc.”
SECTION TWO- OBJECT AND PURPOSE:
(a) The purpose for which the association is formed shall be to construct, lease and /or own, operate and maintain recreational facilities and in particular a pool, for the common use, benefit and enjoyment of the members of the association, their families and guests. Nothing herein shall preclude the association from owning and /or leasing, operation and maintaining other recreational facilities and equipment which may be provided from time to time. The association shall be a nonprofit organization and shall not engage in or provide facilities for activities which would jeopardize or tend to jeopardize its eligibility for tax exemption under 26 USCA Sec 42-43.
SECTION THREE- SEAL:
(a) The corporation seal shall be circular in design and shall have inscribed therein the words “WINDY POINT RECREATION ASSOCIATION, INC.” and in the center of the circle the word “seal”.
SECTION FOUR- FISCAL YEAR:
(a) The fiscal year of the association shall be October 1- September 30.
ARTICLE II BOARD OF DIRECTORS
SECTION ONE- ORGANIZATION:
(a) The management and control of the association shall be vested in the Board of Directors, hereinafter referred to as the Board, consisting of fifteen (15) elected members. (b) The term of office for a director shall be two years. (c) The President shall appoint, with the advice and consent of the Board of the Association, a nominating committee made up of three (3) Members. The nomination committee shall submit its report to the Board and the membership in writing at least thirty (30) days prior to the annual meeting. Nominations and seconds may be made from the floor at the annual membership meeting by any member in good standing. The Secretary of the Association shall be Chairman of the nominating committee.
SECTION TWO- OFFICERS:
(a) At the first regular meeting after each annual meeting of the membership, the Board shall elect from its own membership a President, a Vice President, Secretary, Treasurer, and an Assistant Secretary-Treasurer who shall hold office for one year or until their respective successors are elected.
SECTION THREE- POWERS AND DUTIES: (a) A regular meeting of the Board of Directors shall be held during October, November, January, March, April, May, June, July, August, and September. The President, or in his/her absence the Vice-President, may call a special meeting of the Board at any time, and shall do so upon written request of any five (5) Directors. The time and place of each meeting shall be fixed by the President or Vice- President as appropriate.
(b) Unless otherwise provided all decisions of the Board shall be by majority vote of the members of the Board present and voting.
(c) If a Director fails to attend any three (3) regular meetings per year of the Board, or otherwise fails to perform any of the duties devolving upon him as a Director, their office may be declared vacant by the Board and the vacancy filled as herein provided.
(d) When a vacancy occurs on the Board, such vacancy may be filled by the Board at its discretion until the next annual meeting at which time the members of the association shall elect a new member.
(e) In addition to the powers conferred upon the Board by law and by the Articles of Incorporation and by-laws of the association, and not in limitations thereof, the Board shall have the following authority and power:
(1) Consistent with these by-laws to establish the terms and conditions controlling membership in the association and to establish standards, criteria, geographical and other limitations governing eligibility for membership in the association and shall have the final authority to accept or reject any membership application.
(2) To hear and decide complaints, charges and grievances which may be made against any member of the association. No member may be expelled, suspended, fined or publicly reprimanded or disciplined unless such action is approved by a three-fourths majority of the Board members present.
(3) To establish dues, penalties and other assessments. A member who by written notice to the association elects for himself or family not to use the facilities of the association during the forthcoming year must pay an inactive fee as established by the Board and any late fee, if applicable. The inactive fee shall be in lieu of the annual dues.
(4) To require the President to appoint, with the advice and consent of the Board, such committees as are necessary and helpful in the sound and proper administration of the affairs of the association, and to define the duties and authority of such committees.
(5) To make, alter, or amend association rules and policies not contrary to the by-laws and Articles of Incorporation.
(6) To make or authorize the purchase of services, materials, and supplies and to contract in the name of the association for whatever may be reasonably required in the operation and maintenance of the association and its property and assets, and the power to modify or discontinue any facility, property, or program owned or conducted by the association, where in their discretion such action is either necessary or expedient, and to make improvements on the property of the association when to do so is consistent with the purposes, objectives, and welfare of the association. Any expenditure in excess of $3000.00 must be approved in advance by the membership if such expenditure is for other than normal and expected operation and maintenance.
(7) To employ at any time, or at least annually, one or more independent auditors or ad hoc committee, not necessarily members of the association, to audit the books and accounts of the association or of any officer, employee, committee, or agent of the association.
(8) To authorize and provide for compensation to officers, directors, and members of the association for services performed or rendered to the association. The nature of the services rendered the association by an officer, director, or member for which compensation is paid shall be fully disclosed to the membership of the association along with a report as to the amount of compensation paid for such service.
(9) To contract for, employ, direct, and supervise such person or persons as shall be necessary to the operation of the association and to set the terms and conditions of their employment and to engage and discharge any and all employees. The authority to discharge and employ may be delegated to such extent and to such person or persons as the Board may choose.
(10) To approve a budget for the operation and maintenance of the association that shall be prepared and submitted to the membership at least ten (10) days before its annual meeting, for the information and guidance of the membership. The budget as approved may be adjusted or reallocated from time to time during the fiscal year of the association, provided that such adjustments or reallocations are approved by three-fourths of the members of the Board present and voting, and further provided that such adjustments or reallocations must not result in expenditures in the original budget unless approved by a majority of the members present and voting at a special meeting of the members of the association.
ARTICLE III OFFICERS AND THEIR DUTIES
SECTION ONE- PRESIDENT
The President shall be the chief administrative officer of the association, and shall preside at all meetings of the members and of the Board. The President, or Vice-President in his absence, with the advice and consent of the Board, shall appoint all standing and other committee chairmen and members, subject to the limits set forth in the by-laws. In addition, the President shall perform such other duties as customarily appertain to the office of President or as may be directed to perform by resolution of the Board not inconsistent with these by-laws.
SECTION TWO-VICE PRESIDENT:
The Vice-President shall have and exercise all power, authority, and duties of the President during the absence or disability of the President. In addition, the Vice-President shall serve as chairman of the Finance Committee. This Officer shall assume the duties and title of the President upon the inability to fulfill duties or resignation of the President. On this event, the Board shall elect from its membership a Vice-President to fill the vacancy in that office.
SECTION THREE- TREASURER
The Treasurer shall be the custodian of the funds of the association and its valuable papers, and the financial records and documents, subject to such limitations and control as may be imposed by the Board. The Treasurer shall sign all checks, drafts, and other orders for the disbursements of the funds of the association and shall provide and maintain a full and complete record of all income and expenses of the association, and shall prepare and submit a financial statement showing the condition of the association as of the close of business on the last day of the month preceding each meeting of the Board. All regular billings and request for payment shall be prepared and distributed by the Treasurer. The Treasurer shall be bonded for the faithful discharge of the duties of his/her office at the expense of the association.
SECTION FOUR- SECRETARY
The Secretary shall prepare and maintain full and correct minutes of the meetings of the Board and of the members, and shall upon request of the President be responsible for preparing and sending such notices and other reports to the membership as these by-laws may require, and shall conduct all correspondence pertaining to this office or requested by the President.
SECTION FIVE- ASSISTANT SECRETARY-TREASURER: The Assistant Secretary-Treasurer shall render aid and assistance to the Treasurer and Secretary in the execution and discharge of the duties and responsibilities of their offices.
SECTION SIX- GENERAL:
In addition to the powers enumerated and conferred upon the officers of the association by Article iii herein, they shall perform such other duties as customarily appertain to their respective offices, or which they may be directed to perform by resolution of the Board, not inconsistent with these by-laws.
ARTICLE IV STANDING COMMITTEES
If the chairman or a designated representative of any Standing Committee is not a member of the Board, s/he shall attend board meetings without voting power. It is not the purpose of these by-laws to limit participation on any committee.
SECTION ONE- FINANCE COMMITTEE
The Finance Committee shall be charged with the continuing duty of studying the fiscal condition and situation of the association and making recommendations to the Board in respect thereto. Specifically, this committee shall make recommendations respecting the amounts of revenue necessary to operate and maintain the Association and its facilities in a proper and responsible manner, and to the amount and extent of dues and fees which should be charged the members of the Association. On or before the last meeting of the Board preceding the annual meeting of the association, but in no event less than thirty days prior thereto, the Finance Committee shall submit a proposed budget for the coming fiscal year to the Board for its modification and/or approval. The Treasurer of the association shall be a member of the Finance Committee.
SECTION TWO-MEMBERSHIP COMMITTEE
The Membership Committee shall formulate and upon approval of the Board promulgate a prescribed procedure whereby application for membership in the association may be made in an orderly manner. This committee shall screen applicants for membership to determine the eligibility for membership under the governing standards and criteria set forth in these by-laws and by the Board pursuant to its powers conferred by these by-laws. The Membership Committee shall report the names and other such data as the Board may direct regarding application for membership along with its recommendations as to whether the applicant should be accepted or rejected.
SECTION THREE-GROUNDS COMMITTEE:
This committee shall be charged with the duty of formulating a planned, adequate schedule and routine for the cleaning, repair, servicing, maintenance and safekeeping of the property, equipment and physical assets of the association. It shall take all necessary action under the supervision and control of the Board to see that the physical assets of the association are properly protected, preserved, and maintained. This committee shall have authority within the budgetary allowance established to purchase tools, machinery, articles, and supplies. With the approval of the Board, it shall formulate and publish annually rules governing the ordinary use of the facilities of the Association by members and guests.
SECTION FOUR-PLANNING COMMITTEE
This committee shall have the responsibility of planning site improvement, modifications, expansions, and overall facility development. This committee shall recommend, for Board approval, disposition of any budgeted site improvement funds. The committee shall also maintain a current plan, blueprint, schedule, and/or program for site development and improvements.
SECTION FIVE- EMPLOYMENT COMMITTEE:
The Employment Committee shall be charged with the responsibility of developing employment requirements, applicant screening and selection, and maintaining cognizance of employee performance. This committee must include, but not limited to, the Swim Team Chairman or his/her designee. This committee shall submit an estimate of employees’ salaries to the Finance Committee prior to budget drafts each year. This committee shall also develop and publish annually the responsibilities of key employees such as Manager, Lifeguards, Swim Team Coach, etc. The Employment Committee will bring applicants’ names to the Board for approval.
SECTION SIX- SWIM TEAM COMMITTEE:
This committee shall have the responsibility of planning, organizing, and direction the competitive swim team. This committee shall submit a proposed budget for the coming fiscal year to the Board for approval. Seated on this committee must be at least, but not limited to, the Coordinator and the Treasurer that are both Board members. This committee shall take all necessary actions, under the supervision of the Board, to see that the physical assets and goodwill of the swim team are properly protected, preserved and maintained. Also included in the responsibilities of this committee is to develop the responsibilities of the Swim Team Coach and staff for use by the Employment Committee. A quorum of 2/3 of the committee must be present for any voting purposes.
ARTICLE V MEMBERSHIP SECTION ONE-NUMBER: Membership in the association shall be limited to 275 active stock holding members, plus the members who pay the inactive fee.
SECTION TWO- CONDITIONS AND REQUIREMENTS FOR MEMBERSHIP:
Upon approval of an applicant for membership by the Board, he/she shall become a stock member by purchase of a membership certificate and payment of such initiation fee as the Board, subject to the limitations of these by-laws, may establish. Membership may be maintained by compliance with the rules, regulations and policies of the association and prompt payment of the annual dues established by the Board. At the discretion of the Board, a non-stock membership status may be established or discontinued based on current membership levels. Non-stock status is limited to one season and must be upgraded by purchase of a stock certificate prior to the opening of the next season or the membership is terminated.
SECTION THREE-APPLICATION FOR MEMBERSHIP
Membership shall not be contingent on race, religion or other affiliation. The Board of Directors may limit the new membership to specific residential areas.
SECTION FOUR-RIGHTS AND PRIVILGES OF MEMBERSHIP:
All members shall have full and equal rights, benefits, and privileges. Membership shall entitle the member and all members of his/her family permanently residing with him/her to use the faculties of the Association subject to reasonable regulations and policies prescribed by the Board. Each member of the association shall be entitled to be present and shall have one vote per stock certificate at all membership meetings. Regardless of the number of certificates of membership owned by the member, he/she shall have only one vote. Non-stock members may not vote at the annual meeting or any special meetings and may not sponsor rental of the clubhouse.
SECTION FIVE-GUESTS:
The association reserves the right to define the term “guests” and to limit the number of days that the pool will be available for guests. Specific regulations will be established by the Grounds Committee and Board of Directors.
ARTICLE VI CERTIFICATE OF MEMBERSHIP
SECTION ONE-NATURE:
All certificates of membership shall be of one type and shall be fully paid upon issue, and non-transferable.
SECTION TWO-REDEMPTION OF MEMBERSHIP CERTIFICATES:
Membership certificates shall be redeemable according to the terms and conditions stated therein.
ARTICLE VII MEETINGS
SECTION ONE-ANNUAL MEETINGS:
The annual meeting of the association shall be held in November of each year, at a time and place to be determined by the Board. Notice of the annual membership meeting shall be submitted in writing to all members at least thirty (30) days prior thereto. Elections for the Board of Directors will be conducted at this meeting. Absentee ballots for board elections can be cast if received by mail, prior to the meeting. The word “ballot” and the member’s stock number must appear on the address side of the envelope. The ballot will not be opened until the voting process of the meeting is reached.
SECTION TWO-SPECIAL MEETINGS:
Special meetings of the members of the association may be called by the Board of Directors. Within twenty (20) days of delivery to the President of a petition signed by 25 or more members calling for a special meeting of the membership, which petition shall state the reason for such special meeting, a special meeting must be held. Written notice of the special meeting and of the business to be transacted shall be given to each member at least ten (10) days prior to the date of such special meeting and no other business than that announced may be transacted.
SECTION THREE-QUORUM:
At all meetings of the members of the association, all members present shall constitute a quorum.
SECTION FOUR-RULES GOVERNING CONDUCT OF MEETINGS:
Except as otherwise provided herein, Robert’s Rules of Order shall govern the conduct of all meetings of the association and the Board. In all cases in which they are not inconsistent with these by-laws and any special rules this organization may adopt.
ARTICLE VIII AMENDMENT TO THE BY-LAWS
These by-laws may be amended by either of two procedures set out below:
1. The Board may propose a change in the by-laws if the proposed change is approved by three-fourths of the Board voting thereon. Such proposal for a change in the by-laws shall then be submitted to the membership. Notice in writing of the proposed change in the by-laws including a statement of the existing by-laws provision must be given to all members at least thirty (30) days prior to the special meeting or annual meeting at which the proposal is to be considered. Before such proposed change shall be effective, it must be approved by two-thirds of the membership in attendance at the meeting, in good standing, and voting. 2. Upon petition of 25 or more members being delivered to the President, where such petition proposed a change in the by-laws, such proposed change shall be submitted to the membership for their approval or disapproval. Should such petition for a change in the by-laws of the association be submitted within sixty (60) days of the annual meeting, such proposal shall be considered at the annual meeting. Should such a petition be delivered more than sixty (60) days prior to the annual meeting, a special meeting shall be held to act upon the proposed change. Written notice of the proposed change and the existing terms of the by-laws shall be given to all members at least thirty (30) days prior to the said annual meeting or special meeting. Before such proposed change in the by-laws becomes effective, it must be approved by two-thirds of the members in good standing, present, and voting.
