The name of the Club shall be Heart of the Hills Swim Club, Inc.
ARTICLE II - PURPOSE
The purpose for which this Club is formed is to promote the health and general welfare of its members and in pursuance thereof to construct, own, maintain, improve and operate a swimming pool and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in the County of Oakland and State of Michigan for the exclusive use of its members and their families.
ARTICLE III - PRINCIPAL OFFICE AND RESIDENT AGENT
Section l The Principal office of the Club shall be located at the site of the Club.
Section 2 The resident agent of the Club shall be the Secretary whose office may be the site of the Club or at such other location as the Board of Governors may direct.
ARTICLE IV - GOVERNMENT
Section 1 The Club shall be managed by a Board of Governors, nine in number.
Section 2 At each annual meeting of active members of the Club, three Governors shall be elected for a term of three years each.
Section 3 Any member of the Board of Governors who shall cease to hold active membership in the Club automatically shall cease to be a member of the Board of Governors.
ARTICLE V - BOARD OF GOVERNORS
Section 1 Consistent with these bylaws, the Board of Governors shall have the general management and control of the affairs of the Club, including by not limited to the following:
Make and amend rules for the regulation of the use of Club Property.
Appoint and remove such officers, clerks, agents, or employees as it may deem necessary and fix their duties and compensations.
Fix, and impose penalties for violations of these bylaws and Rules of the Club.
Elect from the Board of Governors the following Officers: a President, a Vice-President-Administration, a Vice President-Pool and Grounds, a Secretary and a Treasurer all of whom shall serve without compensation.
Create such other offices as may be necessary and appoint one or more persons to such offices.
Appoint committees and define the powers and duties of the same.
Fill any vacancy in the membership of the Board of Governors to service until the next annual meeting of active members.
Section 2 The Board of Governors shall designate the bank or banks in which the funds of the Club shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of funds of the Club shall be executed.
Section 3 The Board of Governors shall cause the books of the Club to be audited annually by auditors selected by the Governors, who shall neither be Governors nor officers of the Club, and the report of the auditors shall be available to the members at all times.
Section 4 The Board of Governors shall meet at least once a month during the months of March, April, May, June, July, August and September and at such other times and intervals as they may deem necessary. A majority of the Board shall constitute a quorum, but if at any meeting there shall be less than a quorum present, a majority of those present may adjourn the meeting.
Section 5 The Board of Governors may borrow or pledge the credit of the Club, as may be necessary from time to time in the conduct of the business of the Club. The Board of Governors is further authorized to issue, for value received, non-interest bearing Certificates of Indebtedness to cover the costs of acquiring and constructing the Club facilities and expenses incidental thereto. Such Certificates shall be registered on the books of the Club and shall be signed on behalf of the Club by the President or a Vice President and the Treasurer or the Secretary.
Section 6 Any member of the Board of Governors may be removed from office by a majority vote of all active members at either an Annual Meeting or a Special Meeting of the members called in accordance with these bylaws provided that no more than one meeting of members shall be held and vote recorded for the removal of any individual Governor during the term for which the Governor is elected.
ARTICLE VI – OFFICERS
Section 1 The officers of this Club shall be a President, a Vice President-Administration, a Vice President-Pool and Grounds, a Secretary and a Treasurer. The President, Vice Presidents, Secretary and Treasurer shall be elected annually by the Board of Governors from among its members and shall hold office until the end of the first meeting of the Board of Governors following the annual meeting of the Club or until their successors shall be elected.
Section 2 The President shall preside at the meeting of the Club and of the Board of Governors. The President shall be the administrative officer of the Club. The President shall appoint, subject to confirmation by the Board of Governors, all standing committees, designating the Chairperson thereof, and all special committees as may be directed. The President shall be ex-0fficio, a member of all committees.
Section 3 The Vice President-Administration, shall act in the absence or disability of the President. The Vice President-Administration shall act under the advice and direction of the President and shall attend to the business operations of the Club and shall be the Chairperson of the Rules Committee.
Section 4 The Vice President-Pool and Grounds in the absence or disability of the President and Vice President-Administration shall act for the President. The Vice President-Pool and Grounds shall, under the direction of the President, attend to the operation and maintenance of the physical plant and properties of the Club and shall be Chairperson of the Pool and Grounds committee.
Section 5 The Secretary shall send out the notices of the meetings of the Club and of the Board of Governors; keep the minutes, and attend to the correspondence pertaining to the office. The Secretary shall perform such other duties pertaining to the office as may be required by the Board of Governors.
Section 6 (a) The Treasurer shall attend to keeping the accounts of the Club, collecting its revenues, and paying its bills as approved by the Board of Governors, or other agency authorized by the Board to incur them. The Treasurer shall deposit all funds received in the name of the Club in such depository or depositories as may be authorized by the Board. The Treasurer shall perform such other duties pertaining to the office as may be required by the Board. The Treasurer shall be bonded at the expense of the Club. The Treasurer shall furnish an annual financial report at the annual meeting.
(b) The Board of Governors may authorize an agency or individual to assist the Treasurer and that agency or individual shall be bonded at the expense of the Club.
ARTICLE VII - MEMBERS
Section 1 Membership in the Club shall consist of family units, duly elected to membership by the Board of Governors. Husband and wife jointly, or the head of a household, singularly, shall be considered an active member entitled to one vote and either husband or wife may cast the vote. The immediate family: sons, daughters, and parents of members shall be associate members so long as those immediate family persons reside in the same household as the active member, having all the privileges of membership, except the right to vote at any meetings.
Section 2 (a) At the first meeting of the Board after each Annual Meeting of the Club, the Board of Governors shall appoint a Chairperson chosen from their own number, and two (2) members of the Club who are not members of the Board of Governors, who shall constitute a Membership Committee for the ensuing year. It shall be the duty of this Committee to meet from time to time to consider applications for membership in the Club and to recommend to the Board suitable applicants. Candidates for membership must be personally known and recommended by at least two members of the Club.
(b) The Board of Governors shall vote upon the admission to the Club of each applicant recommended by the Membership Committeeat their first meeting after receiving such recommendation and shall confer membership only upon those applicants who shall be approved by two-thirds (2/3) of the members of the Board of Governors present.
Section 3 (a) Any member of the Club may upon written resignation directed to the Board of Governors withdraw at any time. However, such withdrawing member shall be liable for the current year’s dues unless such resignation is received by the Club prior to the Annual Meeting of the members.
(b) A member withdrawing after the Annual Meeting and prior to the opening day of the pool may be excused from the liability of annual dues at the discretion of the Board of Governors. Members requesting this liability relief must submit their request in writing to the Board of Governors and must show just cause why their request should be honored. No relief may be granted if potential financial hardship will be incurred by the Club.
Section 4 (a) Any member may, for cause and after having been given an opportunity for a hearing, be suspended for a period of not exceeding three months by a two-thirds (2/3) vote of all the members of the Board of Governors at any meeting thereof, or expelled by a three-fourth (3/4) vote of the entire membership of the Board. Cause of suspension, or expulsion shall, in general, consist of violation of these Bylaws or of the rules of the Club, or of unbecoming conduct.
(b) The Board of Governors may delegate to the Chairperson of the Pool and Grounds Committee, or to the Chairperson of the Rules Committee, or to a responsible employee of the Club, the power to suspend pool privileges for the violation of Club Rules and Regulations provided such suspension does not exceed seven (7) days. A written report of such suspension, containing reason therefore, shall be submitted to the president within twenty-four (24) hours.
Section 5 (a) All members of the Club shall be accorded the facilities of the Club subject to the pool rules and regulations which shall be posted at all times at the Club.
(b) Upon payment of dues a system of identification approved by the Board of Governors shall be made available to all members specifying the appropriate membership number.
(c) The Board of Governors at its discretion may extend the privileges of the Club to any person or persons.
(d) The Board of Governors shall by rule fix the terms and conditions upon which guests of members may use the facilities of the Club.
(e) Any property of the Club broken or damaged by a member or the member’s guest, shall be promptly paid for by such member. No person shall take any articles belonging to the Club.
(f) The Club assumes no responsibility for the loss or damage of any property of the members or their guests which may be brought into or left in the Club building or on the Club grounds.
(g) The Club assumes no responsibility for any accidents or injuries to any member or their guest and the member and their guest can have no claim against the Club while at the Club building or grounds.
Section 6 The number of family memberships of the Club shall not exceed 380.
Section 7 The Board of Governors at its discretion may re-elect a member who has resigned (subject to the membership limitation as set forth in Article VII, Section 6) with full payment of an initiation fee provided such ex-member was in good standing at the time of resignation.
Section 8 As a condition of membership and continued membership all members shall be required to own a Certificate of Indebtedness. If a member redeems or otherwise disposes of his/her Certificate of Indebtedness his/her membership shall automatically cease.
ARTICLE VIII - DUES AND FEES AND TRANSFER OF CERTIFICATES OF INDEBTEDNESS
Section 1 (a) The Board of Governors, prior to the Annual Meeting of the members , shall establish dues for the ensuing year.
(b) Dues shall be sufficient to provide for the operating expenses of the Club and the proper maintenance and improvement of its property, and such dues shall be payable by May 1st of each year.
(c) The annual dues shall not exceed a maximum of that amount determined by a majority of the voting members present at a membership meeting
(d) The Board of Governors shall, by majority vote, fix the proration of annual dues of a new member who is elected to membership during the swimming season.
(e) No dues nor part thereof shall be refunded in the event that pool operations are required to be suspended for any period.
Section 2 All candidates for membership in the Club subsequent to May 1, 1965, shall be required to pay an initiation fee to be fixed by the Board of Governors, but such fees shall not exceed a maximum of that amount determined by a majority of the voting members present at a membership meeting.
Section 3 (a) If the owner of any Certificate wishes to redeem the Certificate, the owner shall notify the Treasurer of the Club in writing. The Treasurer, upon receipt thereof, shall clearly mark such notice with the date said notice is received and acknowledge receipt thereof to the owner. The Treasurer shall maintain a list of such “Certificate Holders to be Repaid” in chronological order starting with the name of the holder whose notice bears the oldest marked date received. The Treasurer shall then refund the face value of such Certificates to the holder thereof upon surrender of such Certificate in said chronological order, subject to the approval of the Board of Governors that in their judgment such payment shall not impair the financial condition of the Club.
(b) If the Club through its Treasurer as provided in Paragraph (a) of this Section, shall not have made the full repayment available to the withdrawing Certificate Holder after a maximum waiting period of nine months from the date of receipt of the payment request, then such Certificate Holder shall be free to transfer, sell, or assign his Certificate to a purchaser of his own choosing upon ten days prior notice to the Club Treasurer.
Section 4 (a) A Certificate Holder may transfer the ownership of the Certificate to the bona fide purchaser of the Certificate Holder’s home and such transfer shall be recorded on the books of the Club upon receipt of notice thereof.
(b) A new Certificate Holder may apply for immediate membership, but shall not automatically become a member of the Club.
Section 5 In the event of the dissolution of the Club in any manner or for any cause, upon the effective date of dissolution of the Club, Certificates shall be a lien upon the proceeds of the sale of the property of the Club after the payment of all of its just debts and obligations to the extent of the then value of such Certificates, subject to set-off of all debts, dues and obligations owed by the holder to the Club. After payment of all Certificates, outstanding upon the effective date of dissolution of the Club, any surplus remaining shall be paid and distributed pro rata among the then membership of the Club.
Section 6 Any member who fails to pay dues or indebtedness before the 10th day of the month following that in which a statement of indebtedness shall have been sent by the Treasurer shall be notified that, if such indebtedness shall not be paid within fifteen (15) days thereafter, the delinquent member may be suspended by the Board of Governors. Any person thus suspended shall immediately be notified in writing by the Secretary of the suspension, and if the indebtedness shall not be paid within fifteen (15) days after the sending of such notice, the person shall cease to be a member of the Club. The Governors, in their discretion, may reinstate any member upon request and repayment of all indebtedness to the Club.
Section 7 Upon cessation of membership for any cause, all indebtedness owing to the Club by the member shall be a lien upon and charged against any Certificate said member shall own, and the Certificate may be taken over by the Club to satisfy such indebtedness. In the event of the Club being unable to obtain possession of the Certificate, it may be canceled on the books of the Club, and a new Certificate issued in place thereof to a new purchaser on payment by the purchaser to the Club of the then value of a Certificate. In case of the enforcement of a lien, as above herein provided, neither the signature of the holder nor the delivery of the Certificate shall be requisite to perfect the transfer to the Club, or to a new possessor, and the Treasurer of the Club for the time being is hereby authorized, as the attorney of the holder of such Certificate, to make such transfer. Every Certificate issued is expressly subject to the provisions of this Section.
Section 8 Members shall be responsible for the 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 have been extended, and for all charges and liabilities imposed upon or incurred by guests introduced by them.
Section 9 No special assessments shall be levied upon the members without approval of a majority of the active members present at a meeting duly constituted in accordance with Article IX, following.
Section 10 All fees and other charges mentioned herein are exclusive of taxes imposed or which may be imposed by the Federal, State and other Government bodies and agencies.
ARTICLE IX - MEETINGS
Section 1 (a) The Annual Meeting of the Club members shall be held during the month of January, February or March in each year, at such place and time as the Board of Governors may determine.
(b) The Annual Meeting shall be for the purpose of electing Governors, presenting committee reports, and for the transaction of such other business as may be indicated in the notice or may be brought before it.
Section 2 Special Meetings of the Club members may be called by the Board of Governors. Also, upon the written request of ten percent (10%) of the membership to the Secretary, stating the purpose therefore, a special meeting shall then be called by the Secretary within thirty days after the receipt of the written request.
Section 3 (a) Notice of the Annual Meeting shall be given by mail to the members at least five days but not more than 30 days prior to such meeting. The notice of the Annual Meeting shall include the names of candidates nominated by the Nominating Committee.
(b) Independent nominations may be made as provided by Article X, Section 2.
(c) Special Meetings of the Club members may be held upon five days notice by mail to all members. The notice shall state the purpose for which the Special Meeting is called, and no other business shall be transacted thereat.
Section 4 Only Active Members shall be entitled to vote at meetings of the Club members. Any member may be represented by proxy if not able to attend in person. Proxies must be in writing and recorded with the Secretary prior to the meeting. Voting may be by voice but ten (10) members including those represented by proxy shall have the right to demand voting by roll call.
Section 5 Ten percent (10%) of the active members, present in person or by proxy, shall constitute a quorum at all membership meetings.
Section 6 Whenever in these bylaws notice to members is required, the mailing of such notices to the last known address of the members shall constitute notice.
Section 7 Whenever any notice is required to be given by law or under the provisions of the articles of incorporation or the bylaws of the Club, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated thereon, shall be deemed equivalent to the giving of such notice.
Section 8 (a) The Board of Governors shall hold its first meeting following the Annual Meeting of the members in each year as promptly as practicable.
(b) The Board of Governors may, by resolution, establish from time to time a schedule of its meetings and rules for the conduct thereof.
(c) Special meetings of the Board of Governors may be called by the President, and shall be called by the Secretary upon the request of two members of the Board of Governors.
(d) Notice of the regular and special Board of Governors meetings shall be mailed to each member of the Board of Governors at least five (5) days before the date of the meeting.
ARTICLE X - NOMINATIONS
Section 1 (a) There shall be a Nominating Committee to be composed of five (5) members of the Club. Three (3) members shall be elected at the Annual Meeting of the Club; the other two (2) shall be elected by the Board of Governors, from among the Governors whose terms of office shall not expire at the ensuing Annual Meeting of the Club. A vacancy occurring among the three (3) members chosen by the Club shall be filled by the remaining members or member so chosen. A vacancy occurring among the two (2) members chosen by the Governors shall be filled by the Governors.
(b) The Nominating Committee shall nominate at least one candidate but not more than two candidates for each of the vacancies in the Board of Governors to be filled at the Annual Meeting and three (3) candidates for the next year’s Nominating Committee; and shall report such nominations to the Secretary on or before January 1.
Section 2 Independent nominations of candidates for election at the Annual Meeting may be made from the floor, providing the consent of the nominee has been obtained previous to that time.
ARTICLE XI - COMMITTEES
Section 1 (a) The Board of Governors may appoint such standing committees as it deems necessary.
(b) The duties and powers assigned in these bylaws to the standing committees shall be subject to the authority of the Board of Governors.
(c) If appointed by the Board of Governors, the duties of the below listed committees would be:
(d) A pool and Grounds Committee shall exercise supervision over the Pool and Grounds; shall attend to the improvement and maintenance of the Pool, Buildings, Operation Equipment, and Grounds; shall have authority thereover; and, in conjunction with the Rules Committee, shall see that the rules and regulations of the Club are enforced.
(e) A Membership Committee, in accordance with Article VII, Section 2 shall investigate and report to the Board of Governors upon the desirability of applicants for membership.
(f) A Publicity Committee shall attend to the publication of affairs of the Club which are of general interest.
(g) A Finance Committee shall prepare the annual budget for submission to and approval by the Board of Governors and shall exercise general supervision over the financial transactions of the Club.
(h) A Rules Committee shall prepare rules of health and good conduct in connection with the operation of the pool and shall, in conjunction with the Pool and Grounds Committee, see that the rules and regulations of the Club are enforced.
(i) A Nomination Committee shall nominate candidates for the Board of Governors and the Nominating Committee for the succeeding year.
Section 2 Such temporary committees as deemed necessary may be appointed by the Board of Governors and they shall terminate when the purpose of their formation has been fulfilled.
ARTICLE XII - MISCELLANEOUS
Section 1 (a) A Governor of the Club is not personally liable to the corporation or its members for monetary damages for a breach of the Governor’s fiduciary duty. However, this provision shall not eliminate or limit the liability of a Governor for any of the following:
A Breach of the Governor’s duty of loyalty to the Club or its members.
Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.
A violation of Section 450.2551(1) of the Compiled Laws of Michigan
A transaction from which the Governor derived an improper personal benefit.
An act or omission occurring before January 1, 1988.
An act or omission that is grossly negligent.
(b) Each person who acts as a Governor or officer of the Club shall be indemnified by the Club against expenses actually andnecessarily incurred by the person in connection with the defense of any action, suit or proceeding in which the Governor or officer is made a party by reason of being or having been a Governor or officer of the Club, except in relation to matters as to which the person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct.
(c) The right of indemnification provided herein shall inure to each Governor and officer referred to in (b), whether or not the person is such Governor or officer at the time such costs or expenses are imposed or incurred, and in the event of the person’s death shall extend to the person’s legal representatives.
Section 2 These Bylaws may be amended by a two-thirds (2/3) vote of the Active Members present in person or represented by proxy, at any meeting of the Club provided at least five (5) days’ notice of such amendment by mail shall be given to each such member.
Section 3 The fiscal year of the Club shall be the calendar year.
Section 4 The Board of Governors shall provide a corporate seal which shall have inscribed thereon the name of the Club and the words “Corporate Seal”. The corporate seal shall be kept by the Secretary.
Section 5 The Club shall keep correct and complete books and records in accordance with applicable laws of the State of Michigan, such books and records to be kept at the principal office of the Club or at such other location as the Board of Governors may direct. Corporate books and records shall be open to inspection by any active member or active member’s attorney only during normal business hours of usual business days, and at such times as may be fixed by the President, and such inspections shall take place at the customary place of keeping of said books and records.
Section 6 Any questions as to the meaning or proper interpretation of any of the provisions of these bylaws shall be determined by the Board of Governors.