Bylaws

Clemson Swimming Pool Club, Inc.

BYLAWS

ARTICLE ONE: NAME AND PLACE OF BUSINESS

The name of the organization shall be “CLEMSON SWIMMING POOL CLUB, INC.” (hereafter referred to as the “Club.”)

The principal place of operation of the Club shall be located at 106 Helton St., Clemson, Pickens County, South Carolina.

The swimming pool, grounds, and any other buildings, facilities, property, and incidentals of the Club located at 106 Helton St., Clemson, Pickens County, South Carolina shall be hereafter referred to as the “Pool.”

ARTICLE TWO: PURPOSE

The Club is a nonprofit corporation established under the laws of the State of South Carolina. The purpose of the Club is to provide for its members, their immediate families, and authorized guests, swimming and other recreation activities and, in pursuance thereof, to construct, own, maintain, and operate a swimming pool and other recreational facilities, together with such incidentals as are appropriate in the conduct of its activities for the use of its members, their immediate families, and authorized guests, as deemed appropriate upon high standards of legal, moral, educational, and nonprofit nature.

ARTICLE THREE: DIRECTORS

Section 1.               The business, affairs, rules, and policies of the Club shall be directed and managed by a Board of Directors that act on behalf of the membership. The Board shall consist of a minimum of five (5) Directors or more as the Board shall from time to time determine.

Section 2.               At an annual meeting of the members (“Annual Meeting”) of the Club, the Directors shall be nominated and elected by the Shareholder Members to serve a term of one (1) year. A minimum of four (4) elected Director positions shall consist of President, Vice President, Secretary, and Treasurer. Nominations may be made by any Shareholder Member at the Annual Meeting, provided that the nominee is present and willing to serve.

Section 3.               The Board of Directors shall appoint a Director to fill a vacancy of unexpired term.

Section 4.               If willing to serve, the immediate past President may serve as ex-officio Director for a term of one (1) year.

Section 5.               No person other than a Shareholder Member shall be eligible for election as a Director. No more than one (1) member of a family shall serve as a Director.

Section 6.               Any Director who shall cease to hold a Shareholder Membership in the Club shall automatically cease to be a Director.

Section 7.               No couples may serve on the Board of Directors at the same time.

Section 8.               All Directors shall serve without compensation.

Section 9.               If a Director has three consecutive unexcused absences from meetings of the Board, the Board shall have the authority to declare the office of Director vacant by a majority vote of the Board and appoint a successor for the unexpired term. Excuses shall be given to the Secretary covering absence from the Board of Directors meetings verbally or in writing prior to the date of the meeting.

Section 10.           Any member of the Board of Directors may be removed from office by a majority vote of the Board of Directors or by a majority vote of the Shareholder Members present at a duly held membership meeting.

Section 11.           Consistent with the Bylaws, the Board of Directors shall be authorized to perform the following duties:

(a) Transact all Club business.

(b) Fix the terms, conditions, and dues upon which Special Members may use the Pool.

(c) Fix the terms and conditions upon which guests of members may use the Pool.

(d) Make, amend, and enforce rules and regulations for the use of the Pool and other Club property.

(e) Appoint and remove officers, agents, contactors, employees, or personnel in accordance with the purpose of the Club and applicable laws as deemed necessary and determine duties and compensations.

(f) If deemed necessary from time to time, create offices of Assistant Secretary and Assistant Treasurer and appoint Shareholder Members to such offices.

(g) Fix, impose, and remit penalties for violations of the Bylaws of the Club or the rules and regulations of the Pool.

(h) Constitute committees, define the duties and powers of the same, and appoint a chairperson and members thereof.

(i)  Fill vacancies in the membership of the Board of Directors to serve unexpired terms until the next Annual Meeting.

(j)  Determine the operating calendar of the Pool.

(k) Determine the fiscal year of the Club.

(l)  Submit a financial statement and budget to the membership at the Annual Meeting for approval by the Shareholder Members.

ARTICLE FOUR: OFFICERS

Section 1.               The Officers of the Club shall be President, Vice-President, Secretary, and Treasurer. The President, Vice-President, Secretary, and Treasurer shall also be members of the Board of Directors.

Section 2.               At each Annual Meeting of the Club, the Officers shall be nominated from and elected by the Shareholder Members to serve a term of one (1) year. Nominations may be made by any Shareholder Member at the Annual Meeting, provided that the nominee is present and willing to serve.

Section 3.               All Officers shall serve without compensation, except as provided in Article 7, Section 5.

Section 4.               No Director may hold two offices.

Section 5.               The President shall preside as chairperson at all meetings of the Board of Directors and at meetings of the membership. The President shall appoint committees and designate the chairperson thereof. The President shall supervise the selection, orientation, scheduling, and performance of a pool manager retained by the Club. The President shall be an ex-officio member of all committees. At the Annual Meeting, the President will submit, for approval, a budget for the ensuing year.

Section 6.               The Vice President shall preside as chairperson at all meetings of the members and Board of Directors in the absence of the President. The Vice President will work with the Secretary to communicate with the members. The Vice President shall be the chairperson of the Swim Team Committee. The Vice President may also serve as lifeguard liaison and may supervise the selection, orientation, scheduling, and performance of lifeguards, pool rules, swimming lessons, first aid kit, cleaning supplies, and such other duties as assigned by the Board of Directors.

Section 7.               The Secretary shall have general charge of all records of the Club and be charged with the responsibility of maintaining such records in an adequate manner. The Secretary shall send out the notices of membership meetings, keep the minutes, and attend to correspondences to the Board. The Secretary shall maintain a membership list, maintain a member waiting list, communicate with perspective members, maintain a sell list, communicate with resigning members, collaborate with any committees as deemed necessary, and perform such other duties as assigned by the Board of Directors. The Secretary shall maintain a list of all logins and passwords and transfer and/or update passwords as appropriate upon turnover of Directors, Officers, and/or chairs of committees.

Section 8.               The Treasurer shall have custody of all funds and shall disburse such funds for corporate purposes in the manner described. The Treasurer shall attend to keeping the accounts of the Club, collecting its revenues, and paying its expenses as approved by the Board of Directors or other agency authorized by the Board to incur them. The Treasurer shall deposit funds of the Club received in the name of the Club in such depository as may be authorized by the Club through the Board of Directors. The Treasurer shall perform such other duties pertaining to the office as assigned by the Board of Directors. The Treasurer shall be responsible for the paying of normal operating expenses incurred by the Club unless otherwise directed by the Board of Directors. The Treasurer shall be responsible for paying all necessary taxes and filing all required tax returns. The Treasurer shall be an ex-officio member of the Finance Committee. At the Annual Meeting, the Treasurer will submit, for approval, a financial statement reporting the income and expenditures of the Club.

Section 9.               If created, the Assistant Secretary and the Assistant Treasurer shall perform such duties as may be assigned to them by the Secretary or Treasurer, respectively, or by the Board of Directors.

ARTICLE FIVE: MEMBERSHIP

Section 1.               Any person may become a member of the Club in accordance with the rules provided herein. An Application for membership shall be filled out and signed by the applicant. The application shall be submitted to the Secretary. Membership becomes active after approval of the application by the Board of Directors and receipt of all dues, assessments, and fees associated with membership.

Section 2.               All members of the Club shall be allowed the use of the Pool subject to the Bylaws and policies of the Club and the rules and regulations of the Pool. A member is one whose dues, assessments, and fees are paid in full and is in good standing.

Section 3.               Shareholder Membership shall be limited to one hundred seventy-five (175) in number.

Section 4.               When the number of Shareholder Members reaches one hundred seventy-five (175) members, the Board of Directors shall create a waitlist for new member applicants (“Waitlist”). The Waitlist shall be maintained by the Secretary. The Waitlist shall be maintained in order of receipt of names for inclusion in it. Any person being offered the opportunity for membership and refusing the same, but still indicating interest in possible future membership, shall have their name removed and placed at the bottom of the Waitlist.

Section 5.               Membership of the Club shall consist of family units consisting of a single person or a head of household and family members who reside in the same residence. There can be the following classes of memberships:

(a) Shareholder Membership: A Shareholder Member is defined as a head of household or single person who has a vested interest and an ownership stake in Club property by having paid a one-time shareholder fee (“Shareholder Fee”). Shareholder Members have a right to vote in any elections of the membership and participate in membership meetings. Each Shareholder Membership shall entitle the holder thereof to cast one (1) vote.

(b) Non-Shareholder Membership: A Non-Shareholder Member is defined as a head of household or single person who has no vested interest and has no ownership stake in Club property by having not paid the one-time Shareholder Fee. Non-Shareholder Members have no right to vote in any elections of the membership and may attend meetings for the purpose of staying informed but have no authority over the activities of the Club.

(c) Special Membership: A Special Member is defined as a special category of member as determined and approved by the Board of Directors. Special Members have no right to vote in any elections of the membership and may attend meetings for the purposes of staying informed but have no authority over the activities of the Club. Examples of Special Memberships include, but are not limited to, single person membership, senior membership, monthly membership, weekend membership, weekday membership, swim team membership, corporate membership, swim lesson membership, and the like. Special Memberships shall not be automatically renewed. The Club offers no guarantee that Special Memberships will be available.

(d) Inactive Membership: An Inactive Member is defined as a Shareholder Member that has discontinued active membership and use of the Pool and Club facilities. Inactive Members maintain a vested interest and ownership stake in Club property by paying annual inactive membership dues. Inactive Members have no right to vote in any elections of the membership and may attend meetings for the purpose of staying informed but have no authority over the activities of the Club.

(e) Family Membership: A family membership is defined as immediate family members who reside in the same residence as the member and caregiver(s) of a minor child of the member. Each family member has the same privileges of use of the Pool as the member.

Section 6.               In situations where a current Shareholder Member or Non-Shareholder Member is in good active standing and will be out of town for more than seventy-five percent (75%) of the season, the membership Dues for that year may be reduced or waived at the discretion of the Board.

Section 7.               Any member of the Club may withdraw their membership at any time subject to the provisions of Article Six for Shareholder Members. There shall be no refund of any Initiation Fees, Membership Dues, or Assessments paid by the member.

Section 8.               In accordance with these Bylaws, members of the Pool shall have the following privileges and be subject to the following rules:

(a) All classes of members of the Club, except Inactive Members, shall be accorded use of the Pool subject to the class of membership and the rules and regulations of Pool, which shall be posted on the premises.

(b) All members of the Club are subject to disciplinary action imposed for violation of the Bylaws and policies of the Club and the rules and regulations of the Pool.

(c) All guests of members shall be subject to the policies of the Club and the rules and regulations of the Pool. The terms and conditions upon which guests of members may use the Pool and other guest policies shall be reviewed and established by the Board of Directors each year and.

(d) All members shall be responsible for payment of all charges or liabilities that may be imposed upon or incurred by members of their family to whom the privileges of the Club shall have been extended, and for all charges and liabilities imposed upon or incurred by guests sponsored by them.

(e) Any property of the Club broken, damaged, or removed by a member of any class, or a guest of that member, shall be promptly paid for by that member.

(f) A Member Waiver and Agreement shall be submitted each year with Dues.

Section 9.               Any Shareholder Member may secure group use of the Pool at a time set and approved by the Board of Directors. Requests for such use must be received by the Secretary and Chairperson of the Fundraising and Events Committee at least ten (10) days prior to the date desired. A fee for group use shall be set by the Board of Directors each year.

Section 10.           The Club assumes no responsibility, and members of any class or their guests can have no claim against the Club, for the property of members of any class, or any guest, which may be brought into or left at the Pool.

Section 11.           The Club assumes no responsibility, and members of any class or their guests can have no claim against the Club for any accident or injury to any person or their property regardless of the case or circumstances.

Section 12.           A member having previously purchased a membership and in good standing on March 24, 2024, shall be deemed to be a Shareholder Member.

Article Six: Shares

Section 1.               For the purpose of providing a sufficiency of funds necessary for the establishment and maintenance of the Club and for the procurement and retention of the Pool, all Shareholder Members of the Club, as a condition of membership, shall be required to establish an ownership interest (“Share”) in the property of the Club by paying a one-time Shareholder Fee in the amount of no less than four hundred fifty dollars ($450.00).

Section 2.               The Secretary and Treasurer shall maintain a record of Shareholder Members, Shareholder Fees paid, and Shares issued.

Section 3.               The Share shall not be transferable, except for a family transfer defined as a transfer from the Shareholder Member to a mother, father, sibling, child, grandparent, grandchild of the Shareholder Member. A transfer fee of $50.00 will be assessed to a family transfer. A family transfer is not guaranteed and is subject to approval at the discretion of the Board of Directors.

Section 4.               Should a Shareholder Member or an Inactive Member plan to resign membership and not return for the ensuing year, a written notice of intent to withdraw membership shall be given to the Vice President and the Secretary. Failure to notify the Board of Directors by opening day of the season may result in penalties at the discretion of the Board of Directors, including forfeiture of the Share and the Shareholder Membership or the Inactive Member.

Section 5.               Upon written notice of intent to resign membership, the Shareholder Member or Inactive Member shall be added to a sell list (“Sell List”) created by the Board of Directors and maintained by the Secretary. The Sell List shall be maintained in order of receipt of names for inclusion in it.

Section 6.               A Shareholder Member or Inactive Member included on the Sell List shall be required to pay all annual Dues and Assessments until a Share is sold to a new Shareholder Member. Failure to pay all Dues and Assessments shall result in revocation of the Shareholder Membership or Inactive Membership and forfeiture of the Shareholder Member’s or Inactive Member’s Share.

Section 7.               An amount of four hundred fifty dollars ($450.00) for the value of the Share belonging to the Shareholder Member or Inactive Member, who has provided written notice of intent to resign membership and is included on the Sell List, will be returned to the Shareholder Member or Inactive Member after a new Shareholder Member joins the Club and pays their Shareholder Fee, Dues, and Initiation Fees in full.

Section 8.               In situations where the Shareholder Member or Inactive Member, who has provided written notice of intent to resign membership and is included on the Sell List, brings in a replacement Shareholder Member to directly replace their membership, an amount of four hundred fifty dollars ($450.00) for the value of the Share belonging to the Shareholder Member or Inactive Member will be returned to the Shareholder Member or Inactive Member after the replacement Shareholder Member joins the Club and pays their Shareholder Fee, Dues, and Initiation Fees in full,

Section 9.               Any Shareholder Member included in the Sell List and offered the opportunity to transfer their Share back to the Club upon a new Shareholder Member joining the Club but refusing the same and withdrawing their resignation shall have their name removed from the Sell List. If the Shareholder Member later indicates intent of a future resignation and return of the Share, their name shall be placed at the bottom of the Sell List.

Section 10.           Upon cessation of Shareholder Membership, any debt owed to the Club by the Shareholder Member shall be a lien upon and charged against the member’s Share and the Share may be taken over by the Club to satisfy such debt.

Section 11.           The Club is under no obligation to purchase the Share from a resigning Shareholder Member.

Section 12.           A Shareholder Member may voluntarily forfeit their Share by providing written notice of the same to the Vice President and the Secretary. Upon written notice of forfeiture, the Shareholder Member’s Share shall revert to the Club.

Article seven: Dues and fees

Section 1.               After preparation of a budget for the upcoming season, the Board of Directors will establish and recommend annual membership dues (“Dues”) for each class of membership for the ensuing year.

a)       Shareholder Membership Dues shall be approved by majority vote of the Shareholder Members present at a duly held membership meeting.

b)      Non-Shareholder Dues shall be equal to the Shareholder Membership Dues.

c)       Special Membership Dues for each type shall be set by the Board of Directors.

d)      Inactive Membership Dues shall the fifty percent (50%) of the Shareholder Dues.

Section 2.               Dues shall be sufficient to provide for the necessary operating expenses of the Club, the proper maintenance and improvement of the Pool, and any reserve funds approved by the Board of Directors.

Section 3.               Every effort will be made to provide invoices for Dues to the membership on or around January 10 of each year.

Section 4.               Dues shall be payable by March 1 of each year. Dues not paid by April 1 may be subject to a penalty established at the discretion of the Board of Directors. No membership privileges shall be extended to any member until Dues have been paid in full.

Section 5.               The President, Vice President, Secretary, and Treasurer are not required to pay Dues during their term in office.

Section 6.               No Dues, or any part thereof, shall be refunded.

Section 7.               An assessment (“Assessment”) may be established by the Board of Directors to be used for maintenance, improvements, reserves, or other expenses. The Assessment shall be approved by majority vote of the Shareholder Members present at a duly held membership meeting.

Section 8.               No Assessments, or any part thereof, shall be refunded.

Section 9.               For the purpose of providing a sufficiency of funds necessary for the maintenance and retention of the Pool, new Shareholder Members and Non-Shareholder Members of the Club, as a condition of membership, may be required to pay a one-time initiation fee (“Initiation Fee”). The Board of Directors will establish the amount and payment schedule of the Initiation Fees before the ensuing year. Initiation The Board may decide to waive the Initiation Fees on a yearly basis for new members.

Section 10.           Initiation Fees not paid by the start of the season shall be subject to a penalty established at the discretion of the Board of Directors. No membership privileges shall be extended to any member until Initiation Fees have been paid in full.

Section 11.           No Initiation Fees, or any part thereof, shall be refunded.

Section 12.           Any Dues, Assessments, Initiation Fees, and other indebtedness not paid in full by May 1 may subject to a late fee and the member shall be suspended by the Board resulting in loss of membership privileges, meaning no admittance to the Pool and loss of voting rights until debts are fully paid. Any member thus suspended shall be notified in writing by the Secretary of such suspension for failure to pay. If the indebtedness is not paid within fifteen (15) days after the written notice, the member shall cease to be member and forfeit any Dues, Assessments, Initiation Fees, and Shareholder Fees paid.

Section 13.           Any Dues, Assessments, Initiation Fees, and other indebtedness not paid in full by June 15 shall result in forfeiture of membership. A forfeiture of membership of any class results in no admittance to or use of the Pool. A forfeiture of Shareholder Membership also results in a forfeiture of the Share held by the Shareholder Member and automatic transfer of the Share back to the Club. A member in default shall be notified in writing of impending loss of membership and forfeiture of Share. Upon cessation of Shareholder Membership for any cause, all indebtedness owed to the Club by the Shareholder Member shall be a lien upon and charged against the Shareholder Member’s Share, and the Share may be taken over by the Club to satisfy such indebtedness. The Shareholder Member’s Share shall be transferred back to the records of the Club and be available for issue to a new Shareholder Member upon payment to the Club of the Shareholder Fee, the Initiation Fee, and Dues. Neither the signature of the Shareholder Member nor physical delivery of the Share shall be required to perfect transfer to the Club, and the Treasurer is hereby authorized, as attorney-in-fact of the Shareholder Member of such Share, to make such transfer. Every Share issued is expressly subject to the provisions of this section.

ARTICLE EIGHT: MEETINGS

Section 1.               The time and the place of the Annual Meeting shall be designated by the President and provided in written notice to all members at least ten (10) days prior to the scheduled time of the Annual Meeting. The Annual Meeting shall be for the purpose of electing the Board of Directors, approving applicable dues, assessments, and fees, presenting committee reports, and for the transaction of other business as may be indicated in the notice or as may be brought before the Shareholder Membership. Notice of the Annual Meeting shall include the names of the candidates nominated as Directors by the Governance Committee or the membership.

Section 2.               Special meetings of the membership (“Special Meetings”) may be called by the President, a majority of the Board of Directors, or at the request of at least twenty percent (20%) of the Shareholder Members. The time and the place of the Special Meeting shall be designated by the President and provided in written notice to all members at least five (5) days prior to the scheduled time of the Special Meeting. Special Meetings shall be for the purpose of transacting business as indicated in the notice for the meeting or as may be brought before the Shareholder Membership at the Special Meeting.

Section 3.               Twenty-five percent (25%) of the Shareholder Members present at a meeting of the membership shall constitute a quorum for the transaction of business. Unless otherwise explicitly stated, a majority of the Shareholder Members present at the meeting is required to pass a vote. In the event an action before the Club results in a tie vote, which cannot be resolved by a revote, the question shall be resolved by a vote cast by the President. A Shareholder Member is deemed present in person or by proxy. Any Shareholder Member may be represented as present by proxy if not able to attend in person. A present by proxy will be considered valid only if confirmed by a written authorization signed by the absentee Shareholder Member, assigned to another Shareholder Member present in person at the meeting, and presented to the Secretary.

Section 4.               Only Shareholder Members shall be entitled to vote at any meetings of the Club. Each Shareholder Member represents one (1) vote. Any Shareholder Member deemed present by proxy may also vote by proxy. A vote by proxy will be considered valid only if confirmed by a written authorization signed by the absentee Shareholder Member, assigned to another Shareholder Member present in person at the meeting, explicitly designated the scope of a general proxy or instructing the vote of a specific proxy for or against an action, and presented to the Secretary.

Section 5.               Special Meetings may be held virtually or conducted remotely from time to time as determined by the Board of Directors or when there is an important issue for consideration for planning purposes or related to the upcoming season. Such meetings shall be conducted through the use of a suitable audio and/or video communication device that allows all participating members to hear each other simultaneously and have a real-time discussion during the meeting. A Shareholder Member participating in a virtual meeting by this means is deemed to be present in person at the meeting. Voting at such a meeting shall be by roll call vote.

Section 6.               The Board of Directors is permitted to call for votes from the Shareholder Membership using an online survey mechanism or tool, when there is an important issue for consideration, time is of the essence, and a decision is needed for planning purposes related to the upcoming season.

Section 7.               Meetings of the Board of Directors shall be at such times and at such places that best suit the convenience of the Board. A meeting of the Board of Directors shall be called by the President or by any other member of the Board of Directors upon three (3) days’ notice given to the Directors.

Section 8.               A majority of the Directors shall constitute a quorum for the transaction of business at a meeting of the Board. A majority of the Directors present at the meeting is required to pass a vote. In the event a question before the Board of Directors results in a tie vote, which cannot be resolved by a revote, the question shall be resolved by a vote cast by the President.

Section 9.               Unless otherwise explicitly stated, whenever in these Bylaws notice is required, such notice provided to the last known email address of the members shall constitute notice. Notice of meetings may also be posted on the Club’s website.

ARTICLE NINE: FINANCE

Section 1.               The Club shall be a nonprofit corporation. No dividends shall ever be declared.

Section 2.               The Board of Directors shall allow the Treasurer to perform an annual audit of the books and accounts of the Club. If found to be necessary and approved by a majority vote of the Board of Directors, the books and accounts shall be audited by an auditor selected by the Board of Directors. The auditor shall not be a Director nor Officer of the Club. The report and results of the audit shall be made available to the members.

Section 3.               The Board of Directors shall designate the bank or banks in which the funds of the Club shall be deposited and shall determine the way checks, drafts, and other instruments of payment of funds of the Club are executed. The Treasurer shall have access to online passwords associated with all bank accounts of the Club. Upon turnover of the Treasurer, account passwords shall be changed for security purposes.

Section 4.               Nothing in these Bylaws shall be construed to permit the Board of Directors to borrow or pledge the credit of the Club without specific approval of the Shareholder Membership at a duly held membership meeting.

Section 5.               Expenditures in excess of $500.00 shall require approval of the Board of Directors.

ARTICLE TEN: AMENDMENTS

Section 1.               Any questions as to the meaning or proper interpretation of any of the provisions of these Bylaws shall be determined by the Board of Directors.

Section 2.               Shareholder Membership may amend these Bylaws at any meeting of the membership or at a special meeting of the membership called for that purpose. A written notice of the meeting shall be provided to the full membership at least ten (10) days prior to the scheduled time of the meeting, which provides a copy of the proposed amendments to the Bylaws. A simple majority of the Shareholder Members present at such meeting shall constitute adoption of such amendments.

ARTICLE ELEVEN: COMMITTEES

Section 1.               The Board of Directors may appoint and support standing committees on such as Finance, Grounds, Operations, Membership, Governance, Marketing, Fundraising and Events, Swim Team, and such other committees as the Board of Directors may from time to time authorize. The duties and powers assigned to these committees shall be subject to the authority of the Board of Directors. No one other than a member of the Club shall be appointed to a committee.

Section 2.               The Board of Directors shall exercise general supervision of the financial transactions of the Club. The Finance Committee will handle the finances of the Club. The Treasurer shall be a member of the Finance Committee. The Finance committee will prepare and submit an end-of-year financial statement and an annual budget for the upcoming operating year, file all required tax returns, review insurance policies and insurance requirements of the Club and make a report of findings and recommendations to the Board of Directors, and such other duties as assigned by the Board of Directors.

Section 3.               The Board of Directors shall exercise general supervision of the operations of the Pool. The Grounds Committee will exercise supervision over the swimming pool, grounds, buildings, and facilities and have charge of the upkeep, maintenance, improvements, and operation of the physical facilities of the Pool. The Grounds Committee will supervise the operation and maintenance of the pool including the pump house, diving boards, ladders, benches, starting blocks, chemicals, water testing, pool plumbing, concrete around pools, and such other duties as assigned by the Board of Directors.

Section 4.               The Board of Directors shall exercise general supervision over the membership of the Club. The Membership Committee will communicate with current members, residents, and prospective members, welcome each new member with the Bylaws and explanation of the rules and regulations, and perform such other duties assigned by the Board of Directors.

Section 5.               The Swim Team Committee will coordinate and supervise all swim team related activities including season schedule, coaches, practice, clinics, instruction schedule, team supervision, and other related swim team activities. The Vice-President shall serve as the Chairperson of the Swim Team Committee.

Section 6.               The Marketing Committee will disseminate pool activities, send out pool mailers, maintain the website, maintain social media sites, respond to direct messages received via social media, advertise in local publications, collaborate with the Membership and Event Committees, and such other duties assigned by the Board of Trustees.

Section 7.               The Fundraising and Events Committee will supervise the operation of fundraising activities and/or events and perform such other duties assigned by the Board of Trustees.

Section 8.               The Board of Directors shall exercise general supervision over the governance of the Club. The Governance Committee will maintain the Bylaws, prepare and maintain the rules and regulations in connection with operations of the Club and the Pool, prepare revisions to the Bylaws in conjunction with and as deemed necessary by the Board of Directors, act jointly with the Grounds Committee to ensure that the rules and regulations of the Pool are enforced, present names of candidates nominated as Directors, and perform such other duties as assigned by the Board of Directors.

Section 9.               The Board of Directors shall exercise general supervision over the operation of the Pool. The Operations Committee shall fix rules governing the use of the Pool, which shall thereafter be approved by the Board of Directors. The Operations Committee shall attend to personnel retained by the Club, enforcement of discipline required by the rules and regulations, operation of any concessions, posting of rules concerning conduct at the pool, and such other duties assigned by the Board of Directors. The Operations Committee shall also assist the President and Vice President with supervision of a pool manager and lifeguards.

ARTICLE twelve: SUSPENSION OR REVOCATION OF PRIVILEGEs

Section 1.               The Board of Directors may deny access to and use of the Pool and other Club facilities to any person for up to forty-eight (48) hours, upon a finding that such person has violated any rules or regulations of the Club or a determination that such action is necessary in order to safely operate or to otherwise carry out the principal purpose of the Club. Within the intent of this section, a member shall be responsible for the actions of family and guests.

Section 2.               Any member may be suspended for up to seven (7) days after a majority vote by the Board of Directors. Any member may be suspended in excess of seven (7) days or expelled from the Club after obtaining a two-thirds (2/3) vote of the Shareholder Members present at the duly held meeting. Cause for suspension or expulsion shall, in general, include violation of the Bylaws and policies of the Club, violation of the rules and regulations of the Pool, or criminal conduct.

Section 3.               A written report of each suspension in excess of forty-eight (48) hours shall be provided to the member at least twenty-four (24) hours before the suspension commences. The report shall contain the reasons for the suspension, the date the suspension commences, and the length of the suspension. The report shall be maintained by the Secretary.

Section 4.               Any member against whom a suspension action under this Article Twelve exceeds seven (7) days shall be notified at least five (5) days in advance of that action and shall have reasonable opportunity to be heard or represented at a meeting for that purpose. This provision may be waived by unanimous action of the Board.

Section 5.               A written report of expulsion shall be provided to the member at least twenty-four (24) hours after the expulsion. The report shall contain the reasons for the expulsion. The report shall be maintained by the Secretary.

Section 6.               Any member against whom an expulsion action is taken under this Article Twelve shall be notified at least five (5) days in advance of that action and shall have reasonable opportunity to be heard or represented at a meeting for that purpose. This provision may be waived by unanimous action of the Board.

Section 7.               Any member whose privileges have been permanently revoked may file a written petition for a membership meeting to review the action. This petition requires a minimum of fifteen (15) signatures from Shareholder Members. This The notice of such meeting shall include the fact that a petition for review has been filed for that purpose. Upon a majority vote of the Shareholder Members present at this meeting, the permanent revocation shall be void.

Section 8.               If privileges to any Shareholder Member are permanently revoked, the Share belonging to the Shareholder shall be forfeited and revert to the Club and be available for sale to another Shareholder Member. No refund of any portion of the Shareholder Fee shall be given.

Section 9.               Anything in this Article Twelve contrary notwithstanding, the Board of Directors may suspend or delegate to an appropriate committee or person the power to suspend for periods not exceeding seven (7) days, any person under twenty-one (21) years of age for violation of the rules and regulations. Should the occasion warrant, such suspension may be immediate and without hearing; however, if such suspension is made without hearing, then it will be the obligation of such person making the suspension to contact the parent or persons aforesaid, providing them with the opportunity to have a hearing on behalf of the minor child involved.

Article Thirteen: Dissolution

Section 1.               The Club may be dissolved by voluntary action of the Shareholder Members in accordance with state and federal law for dissolving a nonprofit corporation. A vote to dissolve may be taken not less than thirty (30) days after a written notice of the proposed action has been sent by Certified mail to the last known address and an email sent to the last known email address of each Shareholder Member. A Shareholder Member may be designated present by proxy and vote by proxy, which clearly indicates a vote for or against the proposal. The proxy shall be signed by the Shareholder Member and returned to the Secretary. Not less than seventy-five percent (75%) of the Shareholder Members must vote to dissolve the Club in order for the Club to be dissolved voluntarily.

Section 2.               Involuntary dissolution of the Club may be required if the Club is bankrupt, or the Pool is condemned for use under proper procedures of law.

Section 3.               In the event of the dissolution of the Club in any manner or for any cause, and in no other event, before the effective date of the dissolution of the Club, the Pool and all other property of the Club shall be sold to a third-party buyer or donated to a 501(c)(3) nonprofit organization as determined by the Board of Directors. The proceeds of a sale of the Pool and any property of the Club, after payment of all just debts and obligations of the Club, shall be distributed equally and pro-rata among the Shareholder Members on the effective date of dissolution.

ARTICLE fourteen: Indemnification

Section 1.               Each person who acts as a Director or Officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of his/her being or having been a Director or Officer of the Club, except in relation to matters as to which he/she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct, and except any sum paid for the Club in settlement of an action, suit or proceeding based on gross negligence or willful misconduct in the performance of his/her duties.

Section 2.               The right of indemnification provided herein shall endure to each Director and Officer referred to herein, whether or not he/she is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his/her death shall to his/her legal representatives.

ARTICLE fifteen: non-discrimination and non-harassment

Section 1.               The Club shall not discriminate on the basis of race, color, religion, creed, gender, gender expression, age, national origin or ancestry, disability, marital status, sexual orientation, or military status, in membership or any of its operations or activities.

Section 2.               The Club is an equal opportunity employer and shall not discriminate and will take affirmative measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any member, employee or job applicant on the basis of race, color, religion, creed, gender, gender expression, age, national origin or ancestry, disability, marital status, veteran status, sexual orientation, gender identity or gender expression.

Section 3.               The Club, its Officers, and Directors shall not harass or cause harassment to any member or individual on the premises or as part of any other activities.