By-Laws – August 2020

Section 1.
After the first meeting of the corporation at which these By-Laws are adopted, the annual meeting of the corporation shall be held each year following the end of the swim season and prior to November 14, the exact date to be set by the Board of Directors, or by the President and shall be stated in the notice of such meeting hereinafter provided in Section 4 of Article II, If such meeting shall not in any year be held on the date therefore as provided above, the term of every member of the Board of Directors shall continue until his successor has been elected, but the Board of Directors or the President shall call a meeting of the corporation to be held as soon as practicable after said date, which meeting shall for all purposes be considered the regular annual meeting of the corporation for such year.

Section 2.
There may be transacted at such meeting any business brought before such meeting (whether or not specified in the notice of such meeting, unless prior notice of the proposed transaction of such meeting is expressly required by applicable statute or by these By-Laws) including the election of members of the Board of Directors as elsewhere herein provided in these By-Laws.

Section 3.
Special meetings of the corporation may be called for any purpose by the Board of Directors, or by the Executive Committee, or by the President Each such meeting shall be held at such place and time as shall be designated in the call thereof.

Section 4.
Printed and/or digital notice, signed by an executive officer of the corporation, shall be given to each voting member by the Secretary of each annual or special meeting of the corporation. The notice shall state the day and hour and place of the meeting, and, in general terms, the business stated in the call or otherwise proposed, at the time of the giving of such notice, to be transacted at such meeting. Such notice shall be served personally, digitally or by mail upon each voting member, not less than five (5) and not more than thirty (30) days before the meeting, and if mailed, it shall be directed to each person entitled thereto at his address as it appears on the books or records of the corporation.

Section 5.
In addition to any other report presented to the annual meeting of the corporation, the Board of Directors shall present at each annual meeting of the corporation a report, verified by the President and Treasurer, or by a majority of the members of the Board of Directors, showing whole amount of real and personal property owed by the corporation, the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of acquisition therefore, the amount applied, appropriated or expended during such year, and the purposes, objects or persons to or for which such applications, appropriations or expenditures were made: the names and places of residence of the persons who have been admitted to membership in the corporation, of whatever class, during such year. Such report shall be filed with the records of the corporation and abstract therefore enter in the minutes of the meeting to which presented.

Section 6.
Each stockholder and member shall be entitled to one (1) vote at the meetings of the corporation, whether in person or by proxy. The member must be in good standing at the time of said meeting.

Section 7.
At each annual or special meeting of the corporation, one-tenth of the voting members present in person or by proxy shall be necessary and sufficient to constitute a quorum for the transaction of business, but in the absence of a quorum the voting members present in person at the hour and place fixed, from time to time, for such meeting may, by a majority vote thereof, adjourn such meeting sine die or to a later time.

Section 1.
The business and affairs of the corporation shall be managed by a Board of Directors. The initial members of the Board of Directors shall be set out in the certificate of incorporation. The Board of Directors shall consist of no less than seven and not more than twenty members (as determined from time to time by the Board of Directors), divided into three classes so that the term of approximately one-third of the Board of Directors shall expire each year. At each annual election of members of the Board of Directors, approximately one-third of the entire number then fixed for the Board of Directors shall be elected for a term of three years from the date of such election or until their respective successors be elected and such other members shall be elected for such other terms as may be necessary to bring the number then determined therefore. In case of any increase in the number of members of the Board of Directors, the additional members may also be elected by majority vote of a quorum of the Board of Directors in office prior to such increase shall be applicable. All past presidents shall stay on the Board of Directors for one year after their term as president expires, as a voting member “at large.”

Section 2.
At least thirty days before each annual meeting of the corporation, the President, or, in the event of his absence or inability or failure to act, the Vice-President, shall appoint a nominating committee. The nominating committee shall present to such meeting nominations for the members of the Board of Directors to be elected at such meeting Other Dominations may be made by voting members present in person at such meeting.

Section 3.
Any member of the Board of Directors may at any time resign his membership on the Board of Directors by giving written notice of such resignation to be effective at the time stated therein, to the corporation or any officer thereof, and the Board of Directors may fill such vacancy by a majority vote of said Board. The Board of Directors by a majority vote may recommend at the next annual meeting of the stockholders and members that a director be elected to fill the expired term of any director deemed by a majority of the Board of Directors to be inactive, and a majority vote of said Board of Directors determining that a director is inactive shall be conclusive.

Section 4.
In case any vacancy shall occur, by reason of resignation, death or removal of any member of the Board of Directors, or otherwise, the remaining members of the Board of Directors then in office, whether more or less than a quorum, shall forthwith choose a successor to serve for the remainder of the unexpired term.

Section 5.
Regular meetings of the Board of Directors shall be held in each year immediately following the election of members of the Board of Directors, at such times and places as may theretofore been determined by the Board of Directors. Special meetings of The Board of Directors may be held, on call of the Board of Directors, the Executive Committee, or the President, at such time and place as may be designated in the call. The Secretary shall give at least three days prior notice of each special meeting to each member of the Board of Directors. Each meeting of the Board of Directors, regular or special may transact any business brought before such meeting, but the Secretary shall endeavor to advise the members of the Board of Directors prior to each meeting of the business to be transacted.

Section 6.
At each meeting of the Board of Directors, members constituting one-half of the number then fixed by the Board of Directors, present in person at such meeting, shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting. In the absence of a quorum, the members may adjourn from time to time until a quorum be present or may adjourn sine die, provided, however, that is all the members of the Board of Directors shall severally or collectively consent in writing to any action to be taken by the corporation, such action shall be as valid as though it had been authorized at a meeting of the Board of directors.

Section 7.
The Board of Directors or Executive Committee shall have full power to make grants and contracts to determine the manner and extent of use of the funds of the corporation. Provided, however, that they shall not mortgage or hypothecate more than 20% of the Association’s real property or improvements thereon without authority of the active membership given by majority vote thereof at an annual meeting or special meeting.

Section 8.
The Board of Directors, or Executive Committee, shall also have full power generally to control the finances and other business of the corporation.

Section 9.
The Board of Directors shall prescribe rules for the operation of the Association’s facilities and perform such other duties, not expressly prohibited herein, as they, in their discretion, may deem to be for the best interest of the Association.

Section 10.
The Board of Directors shall secure the fidelity of the Treasurer and President of the Association and may secure the fidelity of other officers or employees by bond or otherwise and in such amount as shall be deemed proper.

Section 11.
The Board of Directors shall require an audit to be made of the accounts of the Association for each calendar year.

Section 12.
The Board of Directors shall secure for the protection of the Association public liability and property damage insurance in such amounts as may be deemed necessary to fully cover complete operations of the Association.

Section 13.
Each Director and Officer of the Association shall be indemnified by the Association against the expenses reasonably incurred by him and/or damages imposed upon him in connection with the defense of or as the result of any action legally taken or alleged to have been taken by him as a Director of Officer of the Association. The indemnification shall not be effective in the case of any action or omission of any action as to which he shall be liable under the provision of any federal or state statue by reason of dereliction or negligence in the performance of his duties as a Director or Officer of the Association.

Section 1.
The Board of Directors from time to time may designate an Executive Committee to meet between regular meetings of the Board of Directors and its powers and duties, except as otherwise provided in these By-Laws, may be exercised by said Executive Committee, consisting of the President of the corporation, the Vice-President, the Secretary and two or more members of the Board of the Directors. The President shall preside at the meeting of the Executive Committee but in his absence from any meetings, his designee shall preside.

Section 2.
The Executive Committee may hold meetings or otherwise transact business in accordance with such rules and procedures as may be from time to time provided by these By-Laws or ordered by the Board of Directors.

Section 3.
The Executive Committee shall keep regular minutes and other records of its actions and submit the same to the next succeeding meeting of the Board of Directors.

Section 1.
In addition to the Executive Committee, there shall be the following committees: Ways and Means, Buildings and Grounds, Membership, Nominating, Snack Bar, and Organized Recreation.

Section 2.
The powers and duties of the said committees shall be as prescribed by the Board of Directors or the Executive Committee.

Section 3.
The Board of Directors or the Executive Committee may from time to time appoint such other committees with such powers and duties as it may deem advisable. Persons not members of the Board of Directors may be appointed to such other committees.

Section 2.
Subject to Section 1, Article IV, of these By-Laws and subject to the Board of Directors and Executive Committee, the officers of the corporation shall have and exercise the following powers and duties:

1. The President shall preside at all meetings of the corporation and shall exercise the usual functions pertaining to such office.
2. In the absence or disability of the President, or if his office shall have at any time become vacant, the Vice-President shall have all powers and perform all of the duties of the President during such absence or disability, or until the vacancy in the office shall be filled.
3. (1) The Treasurer shall collect, receive, deposit and disburse all funds of the corporation as directed by the Board of Directors or Executive Committee. He shall keep proper records of the budget and of all appropriations authorized by the Board of Directors or Executive Committee and of all expenditures pursuant thereto. He shall keep regular books of account and shall submit such account of his acts as Treasurer and of the financial condition of the corporation as the Board of Directors or Executive Committee may from time to time require, He shall perform such other duties as may from time to time be assigned to him by the Board of Directors or the Executive Committee.(2) Pursuant to Section 10, Article III, the Treasurer shall give a bond for the faithful discharge of his duties in such amount as may be fixed by the Board of Directors or Executive Committee. The expense of such bonds shall be paid by the corporation.
4. The Secretary shall keep the minutes of all meetings of the corporation, the Board of Directors or executive Committee. The Secretary shall perform such other duties as the Board of Directors or Executive Committee may from time to time assign.

Section 3.
Members of the Executive Board may of members at the annual membership meeting.

Section 1.
The Board of Directors may provide for the issuance of certificates evidencing membership in the Association which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Association. All certificates evidencing membership shall consecutively numbered. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Association. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.

Section 2.
When a member has been elected to membership and has paid all initiation fees and dues that may be required, a certificate of membership shall be issued in his name and delivered to him by the Secretary, if the Board of Directors shall have provided for the issuance of certificates of membership under the provision of Section 1 of Article.

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of meetings of its members, Board of Directors and Committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member or his agent or attorney for any proper purpose at any reasonable time.

Section 1.
The fiscal year of the association shall begin on January the first and end December the thirty-first of each calendar year.

Section 2.
Funds of the corporation on deposit with any bank or trust company shall be subject to withdrawal on the signature of such persons or person as may be determined from time to time by resolution of the Board of Directors or the Executive Committee.

Section 3.
Securities of the corporation deposited in any safe deposit box or held by any custodian shall be withdrawal by such person or persons as may be determined from time to time by the Board of Directors or the Executive Committee.

Section 4.
The Board of Directors or the Executive Committee shall have power to make investments of the funds of the corporation and to change the same, and may from time to time sell any part of the securities or other property of the corporation or any rights or privileges that may accrue thereon. The Board of Directors or the Executive Committee may, from time to time, delegate such powers to and authorize such person or persons as the Board of Directors or Executive Committee may designate to execute and deliver in behalf of the Corporation proxies on stock owned by the corporation, appointing persons to represent and vote such stock at any meeting of the stockholders, with full power of substitution, and to alter and rescind such appointments.

Section 5.
Any person or persons designated by the Board of Directors or the Executive Committee shall have authority to execute such form of transfer and assignment as may be customary to constitute the transfer of stocks or other securities in the name of the corporation.

Whenever any notice is required by these By-Laws or by applicable law, no such notice need be given to any person otherwise entitled thereto who waives, in Writing, receipt of such before or after the event of which such notice was required.

Amendments to these By-Laws may be adopted by the affirmative vote of two-thirds of the Directors present in person at a duly held meeting of the Board of Directors. Such amendments shall be effective fifteen (15) days after adoption Members shall be notified of such amendments by the Secretary within ten days after adoption by the Board of Directors, but, as provided by law, the By-Laws made by the Directors under the power hereby conferred may be altered or repealed by the members of the Association having voting power.

The seal of the corporation shall be as follows: 

Antioch Recreation Association Inc. In a round circumference and seal in the middle.

Stockholder – is someone who has shares in a company

Member – you belong to a group or club

Annual Dues – dues that occur every year

Holding Fee – a fee that will hold your place as a member at the pool

Joining/initiation Fee – the fee paid to join the pool

Fidelity – is the quality of being faithful or loyal

Hypothecate – pledge (money) by law to specific purpose