By-Laws (2014)

of

Cedar Creek Swimming Pool Association Inc.

Article I

Office

1.1       The name of the corporation is “CEDAR CREEK SWIMMING POOL ASSOCIATION, INC.” and its registered office is located at 410 Cedar Creek Drive, Athens, Clarke County, Georgia.

1.2       Fiscal year shall be calendar year, January 1 through December 31.

Article II

Membership

2.1       Members of the Cedar Creek community shall be eligible for membership in the corporation.  Membership shall consist of family units, including all regular members of the household.

2.2           Because of the size and nature of the recreational facilities to be operated by the corporation, the Board of Directors shall have full discretion to limit how many members are to be accepted by the corporation.

2.3           The Board of Directors shall establish annual dues which shall be owed and payable to the corporation by members of the corporation.  The amount of these annual dues shall be adjusted from time to time in the discretion of the Board of Directors.

2.4           Voting membership in the corporation shall be limited to one adult member of each member family unit.  Current paid membership shall entitle an adult member to cast one vote per household in electing the Directors of the corporation, and to vote on all other matters related to the corporation as these By-Laws shall direct.

2.5           All members of the corporation shall be accorded use of the facilities of the corporation subject to the pool rules and regulations which shall be posted at all time on the pool bulletin board.

2.6           The Board of Directors shall fix the terms and conditions upon which guests may use the facilities of the Corporation.

2.7           Members of the corporation who purchased a Club membership, which included payment of an initial joining fee, prior to January 1, 2014 shall be offered membership at a reduced rate as established in the discretion of the Board of Directors.  No new Club memberships shall be issued.  Club memberships may be maintained through the payment of an inactive fee as established in the discretion of the Board of Directors.

2.8           The Board of Directors and Officers of the Corporation have the power to suspend pool privileges for the violation of corporation rules and regulations provided such suspension does not exceed seven (7) days.  A written report of such suspension, containing reasons therefore, shall be submitted to the President within twenty-four (24) hours.

2.9           Any member may, for just cause and after having been given an opportunity for a hearing, be suspended for a period not to exceed three months by a two-thirds (2/3) vote of the members of the Board of Directors present at any meeting thereof; or be expelled by a three-fourth (3/4) vote of the entire membership of the board.

2.10        Failure to pay annual dues at the time stipulated by the Board of Directors shall cause the membership in the corporation to be declared void.

2.11        Membership may not be transferred.

Article III

Membership Meetings

3.1           The annual meeting of the membership of the corporation shall be on the first Tuesday in October of each year within or without the State of Georgia at such place as may from time to time be fixed by the Board of Directors.

3.2           At all meetings of the membership, voting membership shall be entitled to cast one vote either in person or by written proxy.

3.3           Special meetings of the membership may be called at the time by the President or 1/3 of the membership of the corporation upon not less than 10 nor more than 50 days notice either mailed to the last known address or in person given to each shareholder.  Notice of a special meeting may be waived in instrument in writing.  Attendance at such meeting in person or by proxy shall constitute a waiver of notice thereof.

3.4           Notice of any special meeting shall state the purpose or purposes for which the meeting is called.

3.5           At all meetings of the membership, a quorum shall consist of all those members present, and no resolution or business shall be transacted without the favorable vote of the majority of the membership represented at the meeting and entitled to vote.

3.6           Any action to be taken at a meeting of the membership of the corporation may be taken without a meeting if a consent in writing setting forth the action to be taken is signed by all the membership entitled to vote with respect to the subject matter thereof.

Article IV

Directors

4.1       Subject to these by-laws, the full and entire management of the affairs and business of the corporation shall be vested in the Board of Directors which shall have and may exercise all the powers that may be exercised or performed by the corporation.

4.2       The Board of Directors shall consist of nine members who shall be elected by the members of the corporation at the annual general meeting.  A majority of the said directors shall constitute a quorum for the transaction of business.  All resolutions adopted and all business transacted by the Board of Directors shall require their affirmative vote of the majority of the directors present at the meeting.

4.3       The Directors may fill the place of any Director which may become vacant prior to the expiration of his term of office, such appointment by the Directors to continue until the expiration of the term of the director whose place has become vacant.

4.4       The Directors shall meet annually following the annual meeting of the members.  Special meetings of the Directors may be called at any time by the President or by any two directors on two days’ notice.  Notice of any such meeting may be waived by instrument in writing.  Attendance in person or by proxy at such meeting shall constitute a waiver of notice thereof.  The signature of any director approving the minutes of any meeting of the Board of Directors, entered thereon, shall be effective to the same extent as if such director had been present at such meeting.  Any meeting of the Board of Directors may be held within or without the State of Georgia at such place as may be determined by the person or persons calling the meeting.

4.5       Any action to be taken at a meeting of the Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

4.6       Only adult members of the corporation who are in good standing shall be eligible for election to the Board of Directors.  No more than one person in family may hold office at one time.

Article V

Officers

5.1       The officers of the corporation shall consist of a President, a Vice President, a Secretary and a Treasurer.  The officers shall be elected by the Directors and shall serve at the pleasure of the Board of Directors.

5.2       The salaries of the officers of the corporation shall be fixed by the Board of Directors.

5.3       Each officer of the corporation shall hold office until a successor is chosen or until the officer’s earlier resignation, death or removal or the termination of office.  Any officer may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served thereby.

President

5.4       The President shall be the chief executive officer of the corporation and shall have general and active management of the operation of the corporation.  President shall be responsible of the administration of the corporation, general and active management of the financial affairs of the corporation, and shall execute bonds, mortgages or other contracts under the seal of the corporation.  President shall only borrow money on behalf of the corporation pursuant to specific authority from the Board.  The President shall have the authority to institute or defend legal proceedings when directors are deadlocked.

Vice President

5.5       The Vice President shall perform such duties as are generally performed by Vice Presidents.  The Vice Presidents shall perform such other duties and exercise such other powers as the Board of Directors shall request or delegate.

Secretary

5.6       The Secretary shall attend all sessions of the Board of Directors and all meetings of the members and record all votes and the minutes of all proceedings and books to be kept for that purpose.  Secretary shall give, or cause to be given any notice required to be given of any meetings of the shareholders and of the Board of Directors, and shall perform such other duties and have such other powers as may from time to time be delegated to Secretary by the President or the Board of Directors, under whose supervisions the Secretary shall be.

Treasurer

5.7       The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the corporation and shall deposit or cause to be deposited, in the name of the corporation all monies or other valuable effects, in such banks, trust companies or other depositories as shall, from time to time, be selected by the Board of Directors; Treasurer shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the corporation, and in general, Treasurer shall perform all of the duties incident to the office of a Treasurer of a corporation, and such other duties as  may be assigned by the Board of Directors or the President.

5.8       In case of the absence of any officer of the corporation or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, any or all of the powers or duties of such officer to any officer or to any Director.

Article VI

Indemnification

6.1 (a) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust of other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in a manner he reasonably believed to be in the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in the best interest of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

      (b) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in the best interest of the corporation; except that no indemnification shall be made in respect of any claim issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

      (c)  To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

      (d)             Except as provided in paragraph (c) of this section and except as may be ordered by a court, any indemnification under paragraph (a) and (b) of this section shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b).  Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by the firm of independent legal counsel then employed by the corporation in a written opinion.

      (e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section.

      (f)  The indemnification provided by this section shall not be deemed exclusive of any other right to which the persons indemnified hereunder shall be entitled and shall inure to the benefit of the heirs, executors or administrators of such persons.

      (g) The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.

(h)  If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or by an insurance carrier pursuant to insurance maintained by the corporation, the corporation shall, not later than the next annual meeting to the shareholders, unless such meeting is held within three months from the date of such payment, and in any event within fifteen months from the date of such payment, send by first class mail to its shareholders of record at the time entitled to vote for the election of directors, a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

Article VII

Operation

7.1       The operation of the physical plant and properties of the corporation shall be the responsibility of the Board of Directors who shall establish and enforce the appropriate rules and regulations.