ARTICLE I Name and Office
1.1 The name of the Corporation is Kingsley Racquet and Swim Club, Inc., herein called the Club.
1.2 The principal office of the Club shall be in Dekalb County, Georgia.
ARTICLE II Purpose
2.1 The Club shall be operated exclusively for the purposes set forth in the charter of the Club and exclusively for the benefit of its Members (as defined in Article 6. 1) and their families. The Club shall not be operated for profit.
ARTICLE III Designation and Election of Directors
3.1 The Board of Directors of the Club shall consist of eleven (11) Members (the "Directors").
3.2 The Board of Directors will maintain its level of eleven (11) members by the election of new Directors in accordance with the By-Laws of the Club as vacancies occur. All newly elected Directors will serve for two (2) years and until their successors shall be elected and qualified.
3.3 Any Director who terminates his membership of the Club shall simultaneously terminate his position as Director.
ARTICLE IV Directors
4.1 Consistent with these By-Laws, the Board of Directors shall:
(a) Transact all Club business and make and amend rules for the regulation of the use of Club property: (b) Appoint and remove such officers, clerks, agents, servants, or employees as it deems necessary of appropriate, and fix their duties and compensations: (c) (d) Fix and impose penalties for violations of these By-Laws and rules of the Club: (e) Elect, from the Board of Directors, the following officers: a President, a Vice President, a Secretary, and a Treasurer: (f) If necessary, create the offices of Assistant Secretary and Assistant Treasurer and appoint to such offices one or more persons, who must be Members, but who need not be Directors: (g) Constitute and appoint committees and define the powers and duties of the same: (h) Fill any vacancy in the membership of the Board of Directors to serve until the next annual meeting of Members.
4.2 The Board of Directors 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. The Board of Directors shall always require that at least two (2) officers sign all such checks, drafts or other instruments for the payment of money in excess of $1,000.00 drawn in the name of the Club. Checks in the amount of $1,000.00 or less may be signed by the Treasurer.
4.3 The Board of Directors shall cause the books of the Club to be audited annually by certified public accountants selected by the Directors, who shall neither be Directors nor officers of the Club; and the report of such accountants shall be made available to the Members at the annual meeting, or upon written request to the President and at reasonable times to be determined by the President.
4.4
(a) The Board of Directors 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. (b) Seven (7) Directors shall constitute a quorum.
4.5 In the event a question before the Board of Directors results in a tie vote which cannot be resolved, all the absent Directors shall be consulted and their votes taken.
4.6 The Board of Directors shall have authority to borrow money and pledge the credit and/or assets of the Club, provided at least nine (9) Directors approve such action. In the absence of such approval, the proposed action shall be submitted to the membership for consideration.
4.7 Any Director may be removed from office by a majority vote of the membership present in person or represented by proxy at either an annual meeting or a special meeting called in accordance with these By-Laws.
ARTICLE V Officers
5.1 The officers shall be a President, a Vice-President, a Secretary, and a Treasurer. The President, Vice-President, Secretary and Treasurer shall be elected for their two-year terms by the Membership.
5.2 The President shall preside at the meetings of the Members and the Board of Directors. He shall be the administrative office of the Corporation. He shall appoint, subject to confirmation by the Board of Directors, all standing committees, designating the Chairman thereof, and all special committees as may be directed. He shall be, ex-officio, a member of all committees.
5.3 The Vice-President shall act in lieu of the President in absence or disability of the President. Otherwise, he shall, under the direction of the President, attend to the business and financial operations of the club. He shall be, ex-officio, a member of all committees.
5.4 The Secretary shall send out notices of the meetings of the Members and of the Board of Directors, shall keep the minutes, and shall attend to the correspondence pertaining to his office. He shall perform such other duties as the Board of Directors may designate.
5.5 The Treasurer shall keep the accounts of the Club, collect its revenues, and pay its bills as approved by the Board of Directors. He shall deposit funds of the Club received by him in the name of the Club in such depository as may be authorized by the Board of Directors. He shall perform such other duties pertaining to his office as the Board of Directors shall designate.
5.6 The Board shall also consist of a Facilities Director, a Youth Activities Director, a Social Director, a Rentals Director, a Membership Director, an Aquatics Director, and a Tennis Director; each elected by the Membership for two-year terms.
ARTICLE VI Membership
6.1 The membership in the Club shall be composed of families residing within the Kingsley subdivision, Dekalb County, Georgia, and shall be divided into the following three (3) classes:
(a) Resident Members; (b) Non-Resident Members; and (c) Junior Members.
The combination of Resident Members and Non-Resident Members shall collectively be referred to herein as "Members”.
6.2 Resident Members shall include the adult members of a family unit who reside at a single address within the limits of the Kingsley subdivision, as recorded in the Office of the Clerk of the Superior Court of Dekalb county, Georgia. Either owners or lessees of a dwelling within such subdivision shall be considered residents of such subdivision.
6.3 Non-Resident Members shall include the adult members of a family unit who reside at a single address outside of the Kingsley subdivision
6.4 Junior Members shall include dependent children of a Member residing in the home of such Member.
6.5 Individuals who meet the requirements of residence in the Kingsley subdivision shall be entitled to membership in the Club upon making formal application and making payment of initiation fees as prescribed by the Board of Directors. Approval by the Membership Director and the other Board Directors shall be automatic provided the above requirements are met. In the case of Non-Resident Members, the Board of Directors shall vote on the admission to the Club of each such applicant recommended by the Membership Director at 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 Directors present.
6.6 Any Member may withdraw at any time upon payment of all amounts then owed to the Club.
6.7
(a) An Member may, for cause and after having been given an opportunity for a hearing before the Board of Directors, be suspended for a period of not to exceed three (3) months by a two-thirds (2/3) vote of the Directors present at any meeting of the Board, or expelled by a three-fourths (3/4) vote of the entire membership of the Board. Cause for suspension or expulsion shall, in general, consist of violation of these By-Laws or of the rules of the Club or of conduct unbecoming a lady or gentlemen. (b) The Board of Directors may delegate to the Aquatics Director, Tennis Director, or Facilities Director, the power to suspend pool privileges for the violation of the Club rules and regulations provided such suspension does not exceed seven (7) days. A written report of such suspension, containing reasons therefor, shall be submitted to the President within twenty-four (24) hours.
6.8
(a) The Board of Directors at its discretion may extend the privileges of the Club to any person or persons for a period not to exceed thirty (30) days. (b) The Board of Directors may, by rule, fix the terms and conditions upon which guests of Members may use the facilities of the Club. (c) Any property of the Club broken or damaged by a Member or his guest shall be promptly paid for by such Member. No person shall take any article belonging to the club away from Club premises. (d) The Club assumes no responsibility, and neither Members nor their guests can have any claims against the Club for the property of Members or any guest which may be brought onto or left in the Club building or on its grounds. (e) The Club assumes no responsibility, and neither Members nor their guests can have any claims against the Club for any accident or injury to any person or his property.
6.9 In the event the total number of memberships of the Club is three hundred (300) or less, including Non-Resident Members, and diligent effort has been made by the membership committee to obtain new Members from the Kingsley subdivision, then the membership availabilities which would be necessary to increase the total memberships up to a total target of three hundred (300) may be offered and obtained in the following priority:
(a) by offering memberships to Kingsley subdivision residents; or (b) by offering available memberships to residents outside of the Kingsley subdivision and obtaining the proper approvals for each applicant as prescribed under the By- Laws.
A Resident Member, upon selling his residence and moving out of the Kingsley subdivision, shall automatically terminate his membership, unless such Member shall request and be granted continuing membership by the Board of Directors as a Non-Resident Member.
If a Member who was a Member of the Club prior to 1985 shall terminate his membership, he shall be refunded $300, less the amount of any dues or other amounts payable by him to the Club.
ARTICLE VII Dues and Fees
7.1
(a) The Board of Directors, by February 1 following the annual general membership meeting, shall establish dues for each class of membership for the ensuing year. (b) Dues shall be sufficient to provide for the necessary expenses of the Club and the proper maintenance and improvement of its property and such dues shall be payable by April 1 of each year. (c) No dues nor part thereof shall be refunded in the event that pool, tennis, or clubhouse operations are required to be suspended for any period.
7.2
(a) An appropriate Certificate of Membership shall be issued, but it shall not be transferable and shall contain notation to that effect on the face thereof. (b) Except as hereinafter provided, each Certificate shall become null and void upon the date that the holder thereof ceases to be a Member for any cause.
7.3 If the Club dissolves in any manner or for any cause, and in no other event, upon the effective date of dissolution of the Club, Certificates of Members in good standing shall be a lien on 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 Certificates, subject to a set-off of all debts, dues, and obligations owed by the holder of the Club. After payment of all Certificates outstanding upon the effective date of dissolution of the Corporation, the surplus remaining shall be paid and distributed pro rata among holders of Certificates of the Club provided, however, that no part of the net earnings of the Club shall inure to the benefit of any Director, Officer, Member or Certificate holder.
7.4 Any Member who fails to pay an indebtedness to the Club before the tenth (10th) day of the month following that in which a statement of his indebtedness shall have been sent to him by the Treasurer, shall be notified that he may be suspended from the Club by the Board of Directors if such indebtedness shall not be paid within fifteen (15) days thereafter. Any person thus suspended shall immediately be notified in writing by the Secretary of his suspension; and, if his indebtedness shall not be paid within fifteen (15) days after the sending of such notice, he shall cease to be a Member of the Club. The Directors, in their discretion, may reinstate any Member upon request and payment of all indebtedness to the Club.
7.5
7.6 Members shall be responsible for the payment of all charges or liabilities which may be imposed upon or incurred by Members for their families to whom privileges of the Club shall have been extended.
ARTICLE VIII Meetings
8.1
(a) The annual meeting of the Club shall be held on Labor Day in each year, at such time and place as the Board of Directors may designate. (b) The annual meeting shall be for the purpose of electing Directors, presenting committee reports and transacting such other business as may be specified in the notice of meeting or property brought before the meeting.
8.2 Special meetings of the Members may be called by the Board of Directors. Also, upon the written request of thirty (30) Members to the Secretary, stating the purpose therefor, a special meeting shall be called by the Secretary and held within fifteen (15) days after thereceipt of such request.
8.3
(a) Notice of the annual meeting of the Members shall be given by mail to the Members at least ten (10) days prior thereto. The notice of annual meeting shall include the names of the candidates nominated by the nominating committee. (b) Special meetings of the Members may be held on ten (10) days notice by mail to all Members. The notice shall state the purposes for which the special meeting is called, and no other business shall be transacted.
8.4 Only Resident Members and Non-Resident Members shall be entitled to vote at meetings of the Members and may be represented by proxy if not able to attend in person. Voting may be viva voca, but then (10) members, including those represented by proxy, shall have the right to demand voting by roll call. For the purpose of voting on any matter, each Certificate of Membership shall be entitled to one vote.
8.5 Thirty (30) Members, present in person, shall constitute a quorum at all meetings of Members.
8.6 Whenever in these By-Laws notice to Members is required, the mailing of such notice to the last known address of the Member's household shall constitute notice to the family unit.
8.7
(a) The Board of Directors shall hold its first meeting following the annual meeting of the Members in each year as promptly as practicable. (b) The Board of Directors 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 Directors may be called by the President or may be called by the Secretary upon the request of two(2)Directors. (d) Notice of the regular monthly and special Board meetings shall be mailed to each Director at least ten (10) days before the date of the meeting, unless otherwise determined by the Board.
ARTICLE IX Nominations
9.1 Nominations for the Board of Directors shall be made by the Board or by any Member. All interim vacancies on the board of Directors shall be filled by the Board.
9.2 Nominations may be made from the floor at the annual meeting to fill vacancies on the Board of Directors.
ARTICLE X Committees
10.1 The standing committees, and duties and powers assigned thereto, shall be subject to the authority of the Board of Directors.
ARTICLE XI Miscellaneous
11.1 Any questions as to the meaning for proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Directors.
11.2 These By-Laws may be amended by two-thirds (2/3) vote of the Members present in person or represented by proxy at any meeting of the members, provided at least ten (10) days' notice of such amendment shall be given by mail to the membership.