Bylaws of

Marine Hills Recreation Association, Inc

dba Marine Hills Swim &Tennis Club

Revision Effective Beginning with the 2014 Season

ARTICLE 1:     OBJECTS

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 and operate a swimming pool and other recreation facilities, together with such incidental objects as are appropriate in the conduct of its community activities, in the county of King and state of Washington.

ARTICLE 2:     MEMBERSHIP

2.1Classes of Members

   2.1.1Family Membership

   2.1.2Half-Season Membership

   2.1.3Social Membership

   2.1.4Tennis Membership

   2.1.5Retired Membership

   2.1.6Retired – Grandfathered Membership

   2.1.7Associate Member

2.2Qualifications for Membership

   2.2.1Family Membership

2.2.1.1Shall be those who have been approved by a majority vote of the members of the Board and have paid in full the current annual dues, operating fund fees, maintenance fee, and special assessments as established by the Board for Family Memberships.

2.2.1.2Shall be accorded full privileges in the use of the facilities and participation in Club functions subject to the published and/or posted Rules and Regulations.

2.2.1.3Shall be limited to a maximum of two hundred (200) total.

   2.2.2Half-Season Membership

2.2.2.1Shall be those who have been approved by a majority vote of the members of the Board for either the first half or the second half of the summer season and have paid in full the current annual dues, operating fund fees, maintenance fee, and special assessments as established by the Board for Half-Season Memberships.

2.2.2.2Shall be accorded full privileges in the use of the facilities and participation in Club functions during the half of the summer to which their membership applies, subject to the published and/or posted Rules and Regulations.

2.2.2.3Children of half-season members are not eligible for participation on swim team.

2.2.3Social Membership

2.2.3.1Shall be those who have been approved by a majority vote of the members of the Board and have paid in full the current annual dues, operating fund fees, maintenance fee, and special assessments as established by the Board for Social Memberships.

2.2.3.2Shall have no dependent children below the age of 19.

2.2.3.3Shall be accorded full privileges in the use of the facilities and participation in Club functions subject to the published and/or posted Rules and Regulations.

2.2.3.4Shall receive a number of Guest passes as determined by the Board.

2.2.3.5Number of Social Memberships is unlimited and not included in the 200 Family Membership limit.

2.2.3.6Family Memberships may be converted to Social Memberships upon meeting requirements.

   2.2.4Tennis Membership

2.2.4.1Shall be those who have been approved by a majority vote of the members of the Board and have paid in full the current annual dues, operating fund fees, maintenance fee, and special assessment as established by the Board for Tennis Memberships.

2.2.4.2Shall be accorded full use of the tennis court and locker room facilities and participation in Club functions subject to the published and/or posted Rules and Regulations.

2.2.4.3Shall not be accorded full use of the pool, pool deck, and upper deck rentals.

2.2.4.4Shall receive a number of Tennis Member pool passes as determined by the Board.

2.2.4.5Number of Tennis Memberships is unlimited and not included in the 200 Family Membership limit.

   2.2.5Retired Membership

2.2.5.1Shall be Family Memberships which have been active members for 10 consecutive years and have paid in full the current annual dues as established by the Board for Retired Membership.

2.2.5.2Shall not pay operating fund fees, maintenance fee, or special assessment.

2.2.5.3Shall have no dependent children below the age of 19.

2.2.5.4Shall be restricted to the owner and associate member living in the same household of the original membership.  

2.2.5.5Shall be accorded full privileges in the use of the facilities and participation in Club functions subject to the published and/or posted Rules and Regulations

2.2.5.6Number of Retired Memberships is unlimited and not included in the 200 Family Membership limit.

   2.2.6Retired – Grandfathered Membership

2.2.6.1Shall be Family Memberships which have been active members for 20 consecutive years, prior to the year 2000.

2.2.6.2Shall pay no annual dues, operating fund fees, maintenance fee, or special assessment.

2.2.6.3Shall have no dependent children below the age of 19.

2.2.6.4Shall be restricted to the owner and associate member living in the same household of the original membership.  

2.2.6.5Shall be accorded full privileges in the use of the facilities and participation in Club functions subject to the published and/or posted Rules and Regulations.

2.2.6.6Number of Retired Memberships is unlimited and not included in the 200 Family Membership limit.

   2.2.7Associate Member

2.2.7.1Shall consist of the remaining eligible members who are living in the same household of all classes of paid in full memberships.

2.3Annual Dues and Fees

   2.3.1The Board shall fix the amount of dues, operating fund fees, membership fees, and terms of payment for each class of membership for the ensuing year, subject to approval of the active members.

   2.3.2 No portion of the annual dues shall be refunded.

   2.3.3Annual dues and fees are due by Opening Day of each year, and are in arrears if payment has not

   been received by June 1. Dues and fees in arrears will incur late penalties.

   2.3.4No member shall use the facilities of the Club until all dues and fees are paid.

   2.3.5Terminated Membership

2.3.5.1If any dues or fees owed by a member of the Club shall remain unpaid as of July 1 of the current year, the membership of any such person may be terminated by action of the Board at any regular or special meeting thereof.

2.3.5.2Written notice of the proposed termination, specifying the reason therefore, shall be furnished to the member sought to be terminated at least 15 days prior to any such meeting of the Board, and such member shall be afforded a reasonable opportunity to be heard.

2.3.5.3The notice requirement specified herein shall be satisfied by mailing or emailing a copy of said notice to last known address of the member as stated in the records of the Club.

2.3.5.4The name of any member so terminated shall be removed from the records of the Club and the membership shall be canceled.

2.3.5.5Failure or refusal to surrender the membership so canceled shall not continue in the holder thereof any rights of membership subsequent to the decision of the Board.

2.3.5.6The decision of the Board shall be final and conclusive.

   2.3.6 Prorated dues may be charged, as determined by the Board, if one-third or more of the swimming

   pool season is over.

   2.3.7The Board is authorized to offer new member discounts and/or incentives.

   2.3.8Requests for deviation from the policies set forth above may be reviewed by the Board, at its sole

   discretion, upon receiving a written petition from any active member.

   2.3.9Members shall be required to pay all charges and liabilities incurred by them or their families and their guests.

2.4Membership Suspension/Expulsion

   2.4.1Cause for suspension/expulsion shall be a violation of the bylaws or rules of the Club, or unsafe or offensive conduct.

   2.4.2Any member pursuant to notice and hearing may be suspended from membership for a period not exceeding three months by a vote of two-thirds of the members of the Board of Trustees present at the meeting.

   2.4.3 Any member may be expelled by a vote of two-thirds of the entire membership of the Board.

   2.4.4The Board may empower any of the Trustees, or any responsible employee of the Club, to suspend pool or other recreation privileges of a member for a period not exceeding seven days; such suspension shall be reported in writing to the President within 24 hours thereafter.

2.5Voting Rights

   2.5.1Family Memberships have voting privileges. One vote per Family Membership per issue.

   2.5.2Half-Season Memberships have voting privileges. ½ vote per Half-Season Membership per issue, voting on all issues as in Family Membership voting rights..

   2.5.3Social Memberships have voting privileges. ½ vote per Social Membership per issue, voting on all issues as in Family Membership voting rights.

   2.5.4Tennis Memberships have voting privileges. ½ vote per Tennis Membership per issue, voting on all issues as in Family Membership voting rights.

   2.5.5Retired Memberships have no voting rights.

   2.5.6Retired - Grandfathered Memberships have no voting rights.

Meetings

2.5.7Annual Meetings

2.5.7.1The annual meeting of the members shall be held by the end of the pool season each year, at such time as shall be fixed by the Board, for the purpose of electing Trustees, examining reports of the officers, approving the budget for the next Fiscal year, and for other such business as may properly come before it.

2.5.7.2If the annual meeting is not held on the date designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

2.5.8Special Meetings

2.5.8.1The Board upon such notice shall call special meetings of the membership, as it shall determine necessary.

2.5.8.2Special meetings may be called upon the request in writing, of ten (10) voting members, filed with the Secretary, who shall call said meeting within thirty (30) days after filing the request.

2.5.9Place of Meetings

2.5.9.1All meetings of members shall be held at the principal office of the corporation or at such other place as designated by the President, the Board or by the members entitled to call a meeting of members.

2.5.10Notice of Meetings

2.5.10.1Notice and agenda of meeting shall be mailed or emailed to members, at least ten (10) days prior to the date thereof.

2.5.10.2The notice for the Annual Meeting shall contain the names of candidates nominated by the Nominating Committee.

2.5.10.3Notice shall be deemed delivered when deposited in the official government mail properly addressed to the member at his or her address as it appears on the records of the corporation with postage thereon prepaid.

2.5.10.4Notice shall also be deemed delivered when an email notice has been sent to the membership email on record.

2.5.11Quorum

2.5.11.1Twenty (20) percent of the members of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the members.

2.5.11.2If less than a quorum of the members entitled to vote is represented at a meeting, a majority of the members represented may adjourn the meeting without further notice.

2.5.12Manner of Acting

2.5.12.1The majority of the votes entitled to be cast by the members represented in person or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members.

2.5.13Proxies

2.5.13.1Member may vote by proxy executed in writing by the member.

2.5.13.2Such proxy shall be filed with the Secretary of the Club before the meeting.

2.5.13.3A proxy with respect to a specific meeting shall entitle the holder thereof to vote at the meeting or any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.

2.6Dissolution of Club

2.6.1In the event of dissolution of the Club, all active membership account net assets will be divided equally among the active members.

2.6.2A deduction will be made from any such payment if there are fees owing from an active member.

ARTICLE 3.     BOARD OF TRUSTEES

3.1General Powers
The Board of Trustees shall manage the affairs of the Club. ("Board")

3.2Number
The Board shall consist of not less than seven (7) or more than eleven (11) Trustees, the specific number to be set by resolution of the Board.

3.3Qualifications
The Board shall consist of adult active members or adult associate members. Only one member of a family may belong to the Board at one time. No Board member may be paid for his/her services.

3.4Election of Trustees
Trustees shall be elected at each annual meeting of members.

3.5Term of Office
Unless a Trustee dies, resigns, or is removed, he or she shall hold office for a term of three (3) years.

3.6Meetings
The Board shall hold its first meeting immediately after the annual meeting of the membership or as soon thereafter as is practical. By resolution, the Board shall specify the date, time and place for the holding of regular meetings without other notice than such resolution.

3.7Special meetings
A special meeting of the Board may be called by or upon the written request of the President or three (3) members.  Any committee designated and appointed by the Board may also call a special meeting.

3.8Place of Meetings
All meetings shall be held at the principal office of the corporation or at such other place within the State of Washington designated by the Board.

3.9Notice of Meetings
Notice of meetings may be given in any way fixed by the Board.

3.10Quorum
Five (5) Board members shall constitute a quorum for the transaction of business at any Board meeting. Any member of the Board may authorize another Board member to cast a proxy vote. Said proxy to be filed in writing with the Secretary prior to the meeting. If a quorum is not present at a meeting, a majority of the Trustees present may adjourn the meeting without further notice.  

3.11Board Responsibilities

3.11.1They shall approve members and accept resignation of members.

3.11.2They shall create such committees as they deem necessary.

3.11.3They shall designate depository banks and execute instruments as the banks require them, and establish financial safeguards to prevent the misuse of funds.

3.11.4The Board of Trustees shall establish and maintain a capital account for the purpose of financing capital improvements and major repairs to the Club facility.

3.11.5They shall cause the books of account to be available to the membership to be examined annually.

3.11.6They shall be responsible for the conduct of the business pertaining to the construction and administration of the swimming pool, or other recreational facilities and community affairs.

3.11.7The Board is authorized to assess the membership as deemed necessary.

3.11.8The Board will abide by all articles of these bylaws.

3.12Manner of Acting
The act of the majority of the Trustees present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the article of Incorporation or applicable Washington law.

3.13Action by Board without a Meeting
Any action, which could be taken at a meeting of the Board, may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Trustees. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.  

3.14Resignation
Any Trustee may resign at any time, delivering written notice to the President or the Secretary at the registered office of the corporation, or by giving oral or written notice at any meeting of the Trustees. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make if effective.

3.15Removal
A Trustee shall be removed from office if he/she has failed to attend two (2) consecutive regular meetings of the Board without being excused. Trustee shall be removed from Board at any Special Board Meeting called for that purpose, of which he/she has specific notice, by a vote of two-thirds of the Board. A Trustee may be removed from the Board at any Annual Meeting of the Membership by two-thirds vote, a quorum voting.

3.16Vacancies
Vacancies due to death, expulsion, or resignation will be filled by members chosen by the Board to serve the remaining term. The position of Trustee may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board.

3.17Board Committees

3.17.1The Board, by resolution adopted by a majority of the Trustees in office, may designate and appoint one or more standing or temporary committees as deemed necessary, each of which shall consist of one or more Trustees.

ARTICLE 4.     OFFICERS

4.1Number and Qualifications

4.1.1The President shall preside at all meetings of the members and of the Board. He/she shall appoint all committee members, except the Nominating Committee, subject to approval of the Board, and shall be an ex-office member of all committees except the Nominating Committee. He/she shall be administrative officer and as such, sign all the contracts and other written instruments as directed by the Board.

4.1.2The Vice-President shall serve in the absence or disability of the President and during such time shall have all his/her duties and powers. He/she shall act under the direction of the President and as director of day to day operations. The Club management team shall report directly to the Vice-President or Operations trustee.

4.1.3The Secretary shall keep the minutes, attend to the correspondence, send out all notices of meetings and perform such other duties as fixed by the Board.

4.1.4The Treasurer shall serve as the chief financial officer and maintain full and accurate accounting of receipts and disbursements, which shall be reflected in the books belonging to the organization.

4.2Election and Term of Office
The Board of Trustees shall, at the first meeting after the annual meeting, elect from among their number, a President, Vice President, Secretary, and a Treasurer. The terms of their office shall be one (1) year.

ARTICLE 5.     STANDING COMMITTEES

5.1OPERATIONS
Shall have the responsibility over the pool management and its operation and shall prepare and maintain rules of health and good conduct in connection with the operation of the pool and other recreation facilities.

5.2MEMBERSHIP
Shall investigate and report to the Board all applications for membership.

5.3FINANCE
Shall prepare the annual budget.

5.4PROMOTIONS
Shall be responsible for all activities pertaining to promotion of membership, and obtaining and maintaining membership.  Shall coordinate social activities for the pool and the community.

5.5MAINTENANCE AND BUILDING
Shall have the responsibility for equipment, grounds, and other recreational facilities and their improvement and maintenance.

5.6FUNDRAISING
Shall be responsible for community affairs.

5.7NOMINATING
Shall consist of five (5) active members, three (3) members of which are elected, and two (2) of which are elected by the Board from among the Trustees. Members of the Nominating Committee are not barred from becoming nominees. Nothing herein contained shall prevent nomination from the floor.  The Nominating Committee shall nominate the candidates for trustees. Candidates may also be nominated by letter filed with the Secretary no later than fifteen days prior to the annual membership meeting.

ARTICLE 6:     AMENDMENT TO THE BYLAWS

6.1The Bylaws may be amended by an affirmative vote of a majority of the active members.

6.2Such vote shall be taken at a regular or special meeting or by mail or email, as determined by the Board of Trustees and must include provisions for certification of membership of the vote.

ARTICLE 7:     ORDER OF BUSINESS

The order of business of the Marine Hills Swim & Tennis Club shall be governed by Robert Rules of Order Revised, unless otherwise provided for in the Articles of Incorporation or by the Bylaws of this Club.