CODE OF REGULATIONS OF THE HY-CREST SWIM CLUB & RECREATIONAL ASSOCIATION, INC. ARTICLE I Name The name of this organization shall be Hy-Crest Swim Club & Recreation Association, Inc. ARICTLE II Objects The purpose for which this organization is formed is to provide a healthy form of recreation for the members and their children, renters, and guests; to promote and further their health, safety, education and general welfare through swimming and other recreational activities in which the group desires to participate; to purchase, lease, rent or otherwise acquire a swimming pool, bath house and other equipment necessary for the operation of the pool, as well as all other personal or real property and goods of any and every class and description which would be necessary to further the recreational desires of its members and to aid in community endeavors where feasible to do so. Since this club is formed solely for the recreational benefit to be derived from the facilities and is not intended in any way to be a country club or social club, no alcoholic beverages will be served or permitted to be consumed on any premises under the control of this organization, unless it is a Hy-crest sponsored event, for adults only, over the age of 21 years of age.. The only social aspect is the natural association of members in the group. No formal dining and dancing facilities will be provided on any premises under the control of the organization, and this group shall not be controlled by or be under common control with any other organization. ARICLE III Board of Trustees Section 1: The management of this organization shall reside in a Board of Trustees consisting of twelve members, who shall receive no remuneration for the services so rendered by them. Section 2: The Board of Trustees shall be elected at the annual meeting of members. Twelve trustees shall be elected; each year trustees shall be elected for all vacated positions to serve for a term of three years, and until their successor shall have been chosen. a. Board members can not serve successive elective terms. There must be a lapse of at least one year between elective terms. b. In the election of trustees, each certificate holder shall be entitled to one vote for each trustee to be elected; but not more than one vote per certificate holder shall be cast for any one trustee. c. On or before July board meeting of each year, the Board of Trustees shall nominate at least one person for every open board seat to be filled at the next annual election, and shall obtain their acceptance for the nomination. Certificate holders in good standing with all dues and assessments paid, may be nominated for the Board of Trustees. This ticket shall be posted on the pool bulletin board of this organization on or before the first day of August. The Board of Trustees shall cause all nominees to be placed on one ballot in alphabetical order. A validated ballot and a statement of the number of Trustees to be elected shall be sent to each certificate holder via email or mail, at least 10 days prior to the August annual meeting. Ballots should be returned to the secretary at or before the August annual meeting. At the time of the annual meeting, the secretary shall certify the signatures and transmit the ballots to the Inspectors of Election, appointed by -the Board of Trustees, to be counted. Nominees receiving the greatest number of votes shall be elected. In case of a tie vote, such tie votes shall be resolved by lot conducted by the inspectors of Elections. Ballots may be viewed by any member of the Board of Trustees upon request. If at the time of election, for any reason, there are not sufficient candidates to fill the seats on the Board of Trustees which should be filled at the election, the annual meeting shall be adjourned for two weeks. A written notice shall be sent to all certificate holders specifying the date of the delayed annual meeting and requesting nominations for the Board of Trustees from the floor by certificate holders at this meeting. Upon resumption of the delayed annual meeting, nominations would be received from the floor and election would be by those members present at the meeting. d. Vacancies on the Board of Trustees shall be temporarily filled by vote of the remaining trustees. The trustee elected to fill such vacancy shall serve until the next annual meeting of the certificate holders. At this time any unexpired portion of such vacancy shall be filled by vote of the certificate holders. If the person appointed by the trustees and/or elected by the certificate holders served two or more years, this shall be considered a term of office. There must be a lapse of at least one year before he/she may run for re-election to the Board of Trustees. Section 3: The Board of Trustees shall meet at least once each month and at such other times as they may deem necessary. Section 4: Seven (7) members of the Board of Trustees shall constitute a quorum. Section 5: The Board shall have the power to make rules and regulations governing the operation of this organization and to transact the financial and other business of the organization, not inconsistent with this code of regulations or contrary to law as the Board deems necessary or desirable for the welfare of the organization. Section 6: The Board shall make available and annual written report including a financial report, to the certificate holders during the month of the annual meeting. The agenda of business at the annual meeting shall include the annual report and the financial report. Section 7: Any one or more members of the Board may be removed from office by a three-fourths (3/4) vote of the organization certificate holders present in person or represented by proxy ballot at any annual or special meeting of the organization. Section 8: The Board shall act upon proposals of committee chairperson and members of the organization. The Board may submit proposals to the entire membership for their vote. These are in addition to those specified in the ones specified in this code of regulations. Section 9: The Board shall nominate and elect committee chairpersons at the first monthly meeting of the Board after the annual meeting (October). Section 10: The Board shall appoint an outside accountant to audit the financial books and records on an annual basis. Section 11: Each member of the Board shall train his/her replacement as an officer or committee chairperson when his/her term of office is finished and a replacement has been elected. All members of the Board will transfer written procedural details of job descriptions including specific activities, dates and deadlines. These procedures should be in accordance with this code of regulations. Section 12: The Board shall select, hire and determine the job description of a pool manager. Section 13: The Board may act upon recommendations by the pool manager. Section 14: The Board shall hire and determine the job descriptions of all other employees. The pool manager and/or Board members shall submit their recommendations to the Board. These shall be written proposed job descriptions, wage recommendations and specific qualifications of recommended personnel. Section 15: The Board shall review all salaries and job descriptions of employees annually at the January meeting. Section 16: The Board shall approve the annual budget at the February meeting. Section 17: The Board shall approve all non-budgeted contracts and financial transactions over $250.00 prior to any financial commitment by the members of the Board or by the pool manager. Section 18: The Board shall conduct long range planning. Section 19: The Board may act upon recommendations by committee chairmen and members of the Board. ARICLE IV Committees Section 1: The standing committees of this organization shall be as follows: Grounds/Soccer Fields/Tennis Committee 1. Provide for the maintenance and upkeep of the general grounds and facilities owned by the organization. 2. Schedule the use of recreational facilities owned by the organization. (Soccer: Spring & Fall ) 3. Prepare a written budget for the grounds projects and maintenance. Pool and Bath House Committee 1. Provide for the maintenance and upkeep of the Hy-Crest swimming pool and related facilities. 2. Provide for the maintenance and upkeep of the Hy-Crest bath house and related facilities. 3. Prepare a written budge for the projected expenditures related to the pool and bath house maintenance. Concession Committee 1. Provide for the maintenance and upkeep of the Hy-Crest concession stand and related equipment. 2. Assure operation of concession stand in compliance with the governmental rules and regulations relating to the vending operation. 3. Prepare a written budget for the projected expenditures and receipts related to the operation of the vending and concession stand operation. Finance Committee (Treasurer) 1. Working in conjunction with sub-committee treasures to prepare an annual budget for the total organization and operation of the Hy­Crest Swim Club and Recreation Association, Inc. 2. Be knowledgeable about local, state and federal laws and the rules and regulations relating to these laws relating to the financial operations and procedures for non-profit organizations such as this one, or obtain counseling. 3. Maintain financial records and ledgers for the organization. 4. Prepare an annual, audited financial report for the Board of Trustees and members of the organization. Rules and By-Laws Committee (Vice-President) 1. Maintain copies of the bylaws and all other rules and regulations which relate to the operation of -this organization. 2. Receive complaints or reports of infractions of the bylaws or rules and regulations from members. 3. Study bylaws, rules and regulations and make proposals to the Board of Trustees when changes are needed. 4. Prepare a written budget for the projected expenditures related to the duplication and dissemination of bylaws, rules and regulations. Communications Committee (Secretary) 1. Keep written minutes of the Board of Trustees' meetings. 2. Keep the archives of the Articles of incorporation, bylaws, rules and regulations, and important legal documents. 3. Act for the president in case of disability or absence of the president and vice president. 4. Contact members of the Board of Trustees before each monthly meeting to inform them of the time, date and location of the meeting. 5. Prepare a written budget for the projected expenditures related to the Communications Committee activities. Advertisement and Public Relations Committee 1. Plan and develop any advertising or public relations programs. 2. Organize and produce a composite, annual, written report to members relating to the activities of the Board of Trustees. 3. Prepare mailing for annual meeting. 4. Prepare a written budget for the total activities of this committee. 5. Prepare a calendar listing all activities for the season, including swim lessons. 6. Prepare the annual membership packet which members pick up at the pool. Program and Social Committee (2 members) 1. Plan, advertise and put into effect all social events sponsored by this organization. Swim Team Committee 1. Present swim team policies, plans, schedules and activities for Board action. 2. Prepare a letter to members regarding the seasonal schedule of events relating to the swim team with all pertinent information to be included in the opening day member packet. 3. Present an annual report including a written budget of projected expenditures to the Board of Trustees at the close of the season relating to the swim team season. 4. Prepare a written budget of projected expenditures and receipts relating to the activities of the swim and diving teams and any other activities of the committee. Oversight and Coordination Committee (President) 1. Coordinate the work of all committees. 2. Supervise the writing of any contracts and the fulfillment of the terms of the contracts. 3. Organize the Board of Trustee meetings. 4. Oversee the performance of all hired personnel. 5. Oversee the total operation of the Hy­-Crest Swim Club and Recreation Association, Inc. Section 2: The treasurer shall be chairman of the Finance Committee. The president shall be chairman of the Oversight and Coordination Committee. The secretary shall be chairman of the Communications Committee. The chairmen of the other standing committees shall be elected by the Board of Trustees, from among the remaining members of the Board of Trustees after they have elected the officers for the organization. Section 3: The Board of Trustees may by resolution provide for the formulation of special committees as it deems desirable and discontinue the committees at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with this Code of Regulations, as may be delegated to it by the Board of Trustees. Section 4: Each committee shall consist of at least one board member and members in good standing. All members shall serve without compensation. Section 5: The Board of Trustees may assign additional duties and powers to all committees that are not inconsistent with this Code of Regulations. ARICLE V Officers Section 1: The officers of this organization shall be a president, a vice president, a secretary, a treasurer and any such other officers as, in the discretion of the Board of Trustees, are deemed necessary or appropriate. The officers shall be elected annually by the Board of Trustees from among the Trustees, and shall hold office without remuneration until the first monthly meeting of the Board of Trustees following the annual meeting of the certificate holders (October). Any officer may be removed from office with or without cause by the concurrence of seven Trustees. Section 2: The president shall: preside at the meetings of the organization and of the Board of Trustees. Be the administrative officer of the organization. Appoint, subject to confirmation of the Board of Trustees, all special committees as may be directed by the Board. Be an ex officio member of all committees. Oversee the performance of all hired personnel and the total operation of the organization. Section 3: The vice president shall: In case of absence or disability of the president, acts in his/her stead. Be an ex officio member of all committees. Section 4: The secretary shall: Record minutes of all meetings of the Board of Trustees and members of the organization. Keep on file all committee reports. Keep an official membership list. Make minutes and records available to members upon request. Maintain a record book in which the bylaws and all rules and regulations are kept. Notify Board of Trustee members of meeting dates and times. Send out correspondence as directed by the Board of Trustees. In case of absence or disability of the president and vice president, act in his/her stead. Section 5: The treasurer shall: coordinate the following: Maintaining the financial records of the organization. Receive the revenues of the organization. Pay the debts which are approved by the Board of Trustees. Prepare an annual budget for the financial report for the Board of Trustees. Prepare an annual, audited financial report for the Board of Trustees and members. Section 6: At the discretion of the Board of Trustees, an outside accountant may be appointed to perform any or all of the functional responsibilities of the Treasurer, but the Treasurer cannot be relieved of his/her responsibility for accountability. The fee for such services shall be determined by the Beard of Trustees and shall be commensurate with the duties performed and not in excess of what is a customary fee in the profession. Be bonded. ARICLE VI Meetings Section 1: The annual meeting of certificate holders shall be held during the month of August in each year, at such time and place as the Board of Trustees shall determine. Section 2: A special meeting of certificate holders may be called at any time by direction of the Board of Trustees, or it shall be called within thirty (30) days upon receiving a written request for such a meeting made by at least thirty (30) certificate holders. Section 3: Notice of open meetings shall be given by mail or email to all certificate holders at least ten (10) days prior to such meeting. Mailing of notice to the last known address of certificate holders shall constitute sufficient notice under this section. The post mark thereon shall constitute the date of notice. Notice of a special meeting shall state the purpose for which the meeting is called, and no other business shall be transacted thereat. It is permissible for an email notice to serve as sufficient notice of such meeting if permission has been previously given by the member. Section 4: A majority of certificate holders, present in person or by proxy, shall constitute a quorum at any meeting of certificate holders. Section 5: The order of business for all meetings of this organization shall be as follows: a. Roll call of Trustees and Officers b. Reading and approval of minutes c. Reading of the Communications d. Report of the Treasurer e. Reports of Standing Committees f. Reports of Special Committees g. Special orders h. Unfinished business and general orders i. New business Article VII Membership Section 1: Membership in this organization shall consist of certificate owner family unit members: a. The certificate owner and his/her spouse. b. Unmarried children of the certificate owner residing full-time in the household, or students (dependent children) home for the summer, under the age of 25. c. Minor, unmarried children of either spouse, who due to divorce or other reasons, do not normally reside in the member's home, are eligible for registration during periods of temporary custody while residing in the member's home. d. Other members of the household residing full-­time (year round) in the certificate owner's home, subject to advance approval by the Board of Trustees. A brief, written request must accompany the registration card setting forth the name, age, relationship to the certificate owner and reason for being in the home. The dues and membership coordinator will present such requests at the next Board of Trustees meeting, enter those approved on the member's registration card, and notify the member of the Board's decision. e. Any individual family can own only one membership. Multiple memberships are expressly prohibited and will be denied by the Board of Trustees per Article VII: Sections 5 & 6. Section 2: The unqualified term "member" as used elsewhere in this Code of Regulations shall in the case of a family unit member, refer to the head of said family household, be an adult person, be accepted for membership, owning one (1) ownership certificate, and paying dues. He or she shall be the representative of said family unit in all matters pertaining to the organization or its membership. Section 3: Only certificate owners in good standing may vote. A member in good standings is current on all dues and assessments as of the mailing date of the ballot. They shall have one vote for each certificate owned. Section 4: This organization shall be limited to 260 active memberships. Section 5: Applicants for membership shall submit an application for membership to the Dues and Certificate Coordinator prior to purchasing an ownership certificate. The Dues and Certificate Coordinator will review all applications in order received and refer them along with his/her recommendations to the Board of Trustees at the next regular monthly meeting. Section 6: The Board of Trustees shall reserve the right to vote upon all applicants for membership. Section 7: The pool manager may suspend a member, renter or guest from use of the facilities for up to seven (7) days for breaking one or more of the pool behavior and/or safety rules. All suspensions should be documented in a written form indicating names, dates, and pertinent details. A verbal report should be given to the Board of Trustees at the next regular meeting. The written report should be filed with the secretary. Recommendations may be given to the Board of Trustee for further action. Section 8: Any member or renter may, for cause and after having been given an opportunity for a hearing, be suspended for a period not exceeding two (2) months by a two thirds (2/3) vote of the members of the Board of Trustees present at any hearing thereof, or expelled by an affirmative vote of eight (8) Trustees. Cause for suspension or expulsion shall, in general, consist of violation of this Code of Regulation or other rules and regulations approved by the Board of Trustees. Section 9: Any member or renter may resign at any time. A refund of the current year's dues and fees shall not be made. Section 10: If a member sells, rents or leases his home or property and desires to transfer his ownership certificate therewith, an application for membership must be filled out, and presented to Due and Certificate Coordinator and voted upon by the Board of Trustees at their next regularly scheduled meeting. Section 11: If a membership becomes delinquent and the amount money past due is equal to or exceeds the value of the certificate (fair market value to be determined by the Board of Trustees at the time of notification), it wil1 be placed in an inactive file and a new certificate will be issued by the Board of Trustees and made available at the fair market value at that time on the open market. The delinquent certificate holder will be notified by email first, if notice is confirmed received then that action will terminate the delinquent certificate, if no response to email correspondence, then notice by standard mail to the last known address will occur, and be given a ten day notice of this action. Any inactive accounts can later be reinstated by bringing all delinquent charges current. All fees, however, will continue to be levied against inactive accounts. ARICLE VIII Dues, Fees and Guest Privileges Section 1: All dues increases shall be voted on by the members of this organization. A 2/3 vote of all certificate holders present in person or represented by proxy at any special or annual meeting shall be required to pass a dues increase. At least ten (10) days notice of such proposed dues increase shall be given by mail to each certificate holder. Section 2: The Board of Trustees may set the dues annually up to the last voted increase in dues which the membership voted to approve. Section 3: The dues year shall run from April 1 each year through March 31, of the next succeeding year. Annual dues shall be billed on or before March 1, each year. Section 4: New members joining the organization during or prior to the month of June shall pay full dues. They will pay two-thirds (2/3) of the annual dues if they join during the month of July and one-third (1/3) of the annual dues if they join during the month of August. A. In the event that Hy-Crest is holding 10 or more memberships available for purchase, the Board of Trustees may vote to offer a special limited time offer to the public to join the organization without paying dues for the first year only. To receive this special, the membership must be purchased through Hy-crest. Section 5: Any member failing to pay dues by April 1st of each year shall pay a late fee determined by the Board of trustees and communicated in the dues packet sent out prior to March 1st each year. Section 6: Memberships may be rented each year after April 1st in numbers which would equal the difference between 260 active memberships (not including delinquent accounts) and the number of members who have paid their dues by April 1. Section 7: The amount charged for rental memberships shall be set by the Board of Trustees. Section 8: No certificate of ownership will be transferred without the payment of all delinquent maintenance fees and/or penalties which have been assessed. Unpaid maintenance fees must be paid before a certificate holder may be reinstated for membership. Section 9: Guest privileges will be as follows: Guests will be permitted to use the facilities upon payment of guest fees and appropriate sign-in by the active member or renter and guest. The Hy-Crest Board of Trustees will annually set local guest fees and establish policies related to the number of local guests each member or renter may have during the season. This will be communicated to the membership in the spring newsletter. Guest fees must be paid before entering the facilities. Local guests may be excluded from the premises on Saturdays, Sundays and holidays at the discretion of the pool manager. House guest passes may be obtained from the pool office. The house guest fee will be determined by the Board of Trustees and will be charged on a per person per day basis. Fees must be paid in advance and none shall be returned. Section 10: Guest admission fees shall be established by the Board of Trustees. Section 11: All fees and other charges stated or mentioned are exclusive of any tax which may be imposed. Section 12: Members or renters shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by their guests to whom the privileges of the organization shall have been extended. ARICLE IX Ownership Certificate Section 1: Each member in this organization shall own at least one ownership certificate. These ownership certificates are the negotiable property of the owner, but the ownership of a certificate has the right to the use of the facilities or assets of the organization only if in good standing. The sellers of certificates shall inform prospective buyers that they must fill out applications for membership and that the Board of Trustees has the right to approve the acceptance of each new member. This should be done before the certificate is sold. ARICLE X Dissolution Section 1: This organization may be dissolved by an affirmative vote of two-thirds (2/3) of all existing certificate holders voting in person or by proxy at a meeting called for that purpose. Members shall be notified by mail at least 10 days prior to any such meeting. After all certificate holders' debts and liabilities are paid and after payment of all debts and liabilities of the organization, the remaining assets shall be evenly distributed to all certificate holders. ARICLE XI Parliamentary Authority Section 1: This code of Regulations may be amended by a two-thirds (2/3) vote of the total certificate holders present in person or represented by proxy at any special or annual meeting provided that at least ten days notice of such amendments shall be given by mail to each certificate holder. Section 2: The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules or order the organization may adopt. ARICLE XII Liabilities Section 1: Each person who acts as a Trustee or Officer of this Organization shall be indemnified by the organization against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceedings in which he/she is made a party by reason of being or having been a Trustee or Officer in the organization, except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceedings to liability for gross negligence or willful misconduct in the performance of duties. Section 2: The right of indemnification provided herein shall insure to each Trustee and Officer referred to in this preceding section (1) whether or not he/she is a Trustee or Officer at the time such costs or expenses are imposed or incurred; in the event of his/her death the right shall extend to his/her legal representatives. Section 3: The Organization assumes no responsibility and members, renters, or their guests can have no claims against the organization, for the property of any members, renters or any guests, which is brought upon or left on the organization's property. Section 4: The Organization assumes no responsibility and members, renters, or their guests can have no claim against the organization for an accident, injury, or damage to any persons on the organization's property. Article XIII Section 1: Dues and Certificate Coordinator: This shall be a paid position and not a member of the Board of Trustees. The board shall annually hire/renew this position with compensation to be determined by the Board each year. The term for this position is January-December. The employee can be a member of the pool, but not a current board member. Revised August 2009