By-Laws of the Lee-Graham Corporation

Revised August 2010

 

Article I

Name

   The name of the Corporation shall be the Lee-­Graham Corporation.

 

Article II

Object

              The object of the Corporation is to provide swimming and other recreational facilities for its members in accordance with applicable laws and regulations. Those facilities shall, at a minimum consist of one or more swimming pools, filtration plant, a club house, toilet facilities, tennis courts, and all other incidental machinery and equipment.  The acquisition, development, operation, and maintenance of additional facilities shall be at the discretion of the Board of Directors.

              Use of the pool and other facilities shall be generally limited to members and their guests.  However, the Board of Directors may, at its discretion, allow other individuals or groups to use the facilities or participate in pool programs on a limited basis.

Article III

Officers and Directors

A.  Board of Directors

 

              A Board of Directors consisting of fifteen people, with a majority of the people members of the pool, shall govern the Corporation.  The Board of Directors shall have the authority to control and manage the business of the Corporation.  The Members of the Board of Directors shall include the Corporate Officers, the immediate past president, and ten Directors.

 

B.  The Corporate Officers

            

             The Corporate Officers shall be the President, the Vice President, the Secretary, and the Treasurer, all of whom shall be elected at the annual meeting and shall serve a one-year term. The Directors shall serve overlapping two-year terms, with at least five directors to be elected at each annual meeting.  No Officer or Director shall receive monetary compensation for services rendered as an Officer or Director. 

     

C.  Duties of the Officers

 

 

 

 

 

D.  Duties of All Officers and Directors:

 

 

E.  Replacement of Officers and Directors:

 

  1. Officers and Directors shall be replaced if they resign, if they consistently fail to attend regular meetings, or if they fail to perform duties as outlined above.
  2. Prior to replacement for failure to perform duties or attend regular meetings, the officer or director must be notified and given an opportunity to appear at the next regular meeting of the Board of Directors to explain why a replacement is not warranted.
  3. The decision to replace an officer or director shall be made by two­-thirds of the Board.

 

  1. Whenever there is a vacant officer or director position, the position may be filled by majority vote of the remaining directors at any meeting of the Board.

 

 

Article IV

Independent Contractors

A.  Administrator

     The Board of Directors shall contract for an Administrator.  The Administrator will:

B.  Other Contractors

The Board of Directors may also contract with other independent contractors to provide necessary services deemed appropriate to accomplish the objectives of the Corporation.  The establishment of any additional position must be accompanied by a written description of the duties and responsibilities of the contractor and must be entered in the official minutes of the Board of Directors at the meeting at which the contract is approved.  Such contract services may include swim/dive team coaches, tennis coaches, webmaster, snack bar manager, etc.

 

Article V

Committees

 

A.  The Board of Directors will establish committees, as it deems necessary and will establish duties, responsibilities, and authority of each committee, preferably with a written charter.   A board member should be assigned as a liaison and report to the board on behalf of each committee.

B.  The Board of Directors may amend the charter of any duly authorized Committee at any board meeting by a majority vote.

C.  The President shall have the power to appoint committee members and their chairpersons.

D.   All committees established by the Board of Directors shall possess only those powers delegated to them and shall remain at all times subject to the authority of the Board of Directors.

 

Article VI

Members

 

A.  Number of Members, Dues, and Fees

 

  1. The Board of Directors shall annually determine the maximum number of dues-paying memberships, the fee to charge for the sale of a new membership, annual dues for all memberships, and the amount of any additional dues and assessments.
  2. All annual dues shall be paid in full before any member is entitled to use of the facilities.
  3. There shall be no refunds of annual dues and assessments due to the closure of the facility or the suspension of its operation.

B.  Membership Certificate

 

  1. A membership certificate shall be issued to all members, other than Falls Court members, and will be signed by the President and the Administrator. The Administrator of the Corporation will keep a record of the membership.
  2. Those covered by the membership consist of the certificate holder (the person named in the certificate), the certificate holder’s spouse, and any unmarried children residing permanently at the certificate holder’s address.
  3. In the case of separation/divorce, the certificate holder will have the option to petition the Board of Directors to allow the ex-spouse to accompany their children to the pool until the youngest  child becomes 13.  When an ex-spouse remarries, he/she is required to purchase a new membership.
  4. All determinations regarding regulations and policies will be made by the Board of Directors.

C.  Rights and Privileges of Membership include the following:

 

D.  Transfer of Membership

Certificate Memberships, other than Falls Court memberships, shall be transferable, provided that all dues and assessments of that certificate are current.

E.  Duties of Members

All members are required to observe and comply with the pool operational procedures adopted by the Board of Directors.

F.  Suspension, Termination, and Abandonment of Membership

 

  1. Suspension:  Membership privileges shall be suspended whenever a membership is in default of payment of dues or assessments and membership will remain suspended until dues are paid in full.  Membership privileges may also be suspended by the Board of Directors for:
    • flagrant or persistent violations of the By-Laws or the pool operational procedures adopted by the Board of Directors;
    • behavior endangering the safety, health, or property of pool members or guests; or acts prejudicial to the Corporation.
    • (a).  A member may be suspended by the pool manager in consultation with the President for up to a week.
    • (b).  Suspension of membership privileges for more than one week, for reasons other than nonpayment of dues or assessments, shall require the approval of the Board of Directors, and may be undertaken only after the member in question is given prior notice and an opportunity to be heard.
    • (c).  Notice shall be deemed to be (1) actual notice or (2) mail or e-mail notice to the member's address of record.

(d).  No refunds shall be given to any member who is suspended.

  1. Termination:  Membership may be terminated for repeated instances of conduct which, taken singly, would justify a suspension, or for a single instance of conduct with aggravating circumstances.

(a).  Such termination requires the approval of the Board of Directors and may be undertaken only after the member in question is given prior notice and an opportunity to be heard.

(b).  Notice shall be deemed to be (1) actual notice or (2) mail or e-mail notice to the member's address of record.(c).  Reinstatement following termination requires the approval of the Board of Directors.

G.  Special Rule for Falls Court Memberships

Article VII

Meetings of the Membership 

A.  Regular and Special Meetings

B.  Notice of Meetings

C.  Quorum for Meetings

              A majority of Officers and Directors must be present, in addition to at least 50 members in good standing either in person or by proxy, to constitute a quorum for all Meetings of the Membership of the Corporation.

D.  Eligibility to Vote

            Ten days prior to any meeting, the membership list of the Corporation shall be closed, and a list of the members eligible to vote will be prepared by the Administrator..

E.  Voting and Proxies

F.  Nomination and Election of Officers

G.  Voting Procedure

              The membership shall vote for Officers and Directors in the following order:

President, Vice-President, Treasurer, Secretary, all Directors.

Article VIII

Amendment

1.  These By-Laws may be amended by either:

a.   Affirmative vote of a majority of those members present, either in person or by proxy, at a regular or special meeting of the members of the corporation, or

b.   Absent a vote of the members, by two thirds affirmative vote of the then sitting Board of Directors, subject to the approval of a majority of those members present, either in person or by proxy, at the next regular or special meeting of the members of the corporation at which a quorum is present.

2.   Any changes made by the Board of Directors shall remain in effect until the next meeting.

3.   If disapproved, the changes shall immediately become ineffective and shall not be adopted by the Board without prior approval of the membership for a period of one year.

Article IX

Order of Precedence 

The order of preference in the event of any conflict shall be: