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

The President:
presides over all meetings of the Board of Directors and the membership;
performs such other duties as customarily pertain to the office of President, or as may be directed to perform by resolution of the Board of Directors, or by resolution of the members;
has the authority to enter into contracts on behalf of the Corporation;
will not, except in emergencies, enter into any such contract for an amount in excess of an amount determined annually by the Board of Directors; without the general approval of the Board of Directors;
if an emergency expenditure does occur that is not within the two exceptions noted above, it shall be submitted to the Board of Directors for ratification no later than the next Board meeting;
may delegate his/her authority to act in specific instances to other Officers of the Corporation or to a Committee established by the Board of Directors;
co-signs with the Secretary copies of the minutes of all meetings of the Board of Directors and the Membership and shall have them placed in the corporate minute book; and
co-signs all certificates of membership with the Administrator.

The Vice President:
acts as the President during the President's absence or inability to act and shall exercise all powers specifically delegated by the President.

The Treasurer:
- has custody of all funds, securities, fiscal papers, and other related papers of the Corporation, including copies of all contracts in excess of an amount determined annually by the Board of Directors;
- receives the revenues of the Corporation and pay its bills. All funds shall be deposited in federally-insured financial institutions;
- has the authority to sign all checks, but checks on debits for more than $500.00 must be countersigned by the President or Vice President;
- maintains and provides full and complete records of all the assets and liabilities of the Corporation;
- prepares and submits a current financial statement of the Corporation at each regular meeting of the Board of Directors;
- prepares and submits to the Board of Directors and the general membership an annual report of income and expenses and a draft budget for the consideration and approval of the Board of Directors;
- has financial records validated yearly by a person who is not on the Board of Directors and presents those records to the general membership, and
- prepares and files such tax returns and statements as may be required by law.

The Secretary:
records the minutes of each meeting of the Board of Directors and the membership;
ensures that the President receives accurate copies of the minutes of all meetings of the Board of Directors and the membership and shall co-sign with the President the official copy of the minutes;
gives notice of all meetings of the Board of Directors, together with copies of the draft minutes of the prior meeting; and
acts for the Administrator in his/her absence.

D. Duties of All Officers and Directors:

Officers and Directors shall attend meetings of the Board of Directors and will participate on Committees established by the Board to conduct the business of the Corporation.
The Board of Directors has the authority to establish policy and provide direction to the officers of the Corporation, either directly or through duly authorized committees.
Any vote by the Board on any issue covered by these By Laws shall be resolved by majority vote of the Board voting with a quorum present.
Officers and Directors shall disclose any conflict of interest, or any appearance of conflict of interest, regarding any matters brought before the Board and shall not participate in any deliberations regarding such matters.

E. Replacement of Officers and Directors:

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.
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.
The decision to replace an officer or director shall be made by two-thirds of the Board.

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:

collect all obligations and monies due to the Corporation and transfer these funds to the control of the Treasurer;
maintain accurate lists of members, officers, and directors, in official corporate books;
countersign all certificates of membership with the President;
give notice of all meetings of the membership;
be responsible for the publication and distribution of all official Corporate communication;
be paid a fee determined by the Board of Directors; and
not be a member of the Board of Directors and not be entitled to vote at board meetings.

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

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.
All annual dues shall be paid in full before any member is entitled to use of the facilities.
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

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.
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.
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.
All determinations regarding regulations and policies will be made by the Board of Directors.

C. Rights and Privileges of Membership include the following:

The purchase of a membership and payment in full of all dues and assessments entitles those covered by the membership to use the swimming pools and other facilities of the Corporation in accordance with these By-Laws and the pool operational procedures adopted by the Board of Directors. This privilege shall continue until membership is suspended, terminated, or transferred in accordance with these By-Laws
Except as provided for in Appendix A to these By-Laws regarding buy-back rights for memberships purchased from August 14, 1979 through November 6, 1985, there is no obligation of the Corporation to repurchase memberships from any member.
The rights and privileges of membership include one vote per membership certificate at all annual or special meetings of the Members of the Corporation.
This voting right includes the election of all officers and directors and any other matter in which a vote is required at such meetings.
Voting rights may be exercised in person or by written, signed proxy filed with the Administrator prior to any meeting.

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

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.

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.

Abandonment: A membership, other than a Falls Court membership, shall be considered abandoned when it becomes two years in default of dues and assessments. At such time, all rights and privileges of membership shall automatically be forfeited.
- Falls Court memberships shall never be considered abandoned; they are activated by the payment of annual dues by the individual member.

G. Special Rule for Falls Court Memberships

Falls Court is entitled to 16 memberships in Lee-Graham, one for each townhouse in Falls Court.
Falls Court membership certificates are not transferable; the certificate conveys with the townhouse and may only be activated by the occupant of the townhouse.
Except as specifically provided, Falls Court memberships shall have all the rights, privileges, and obligations of general memberships.
Falls Court membership shall be activated on an annual basis by payment of dues and assessments.
If dues and assessments are not paid by the occupant, the membership will not be activated and there will be no use of the facility for that year by the occupant,
If dues and assessment are paid for subsequent years, then the membership will be activated for that year.
There is no obligation to pay back dues for periods when the membership was inactive.

Article VII

Meetings of the Membership

A. Regular and Special Meetings

The Board of Directors shall conduct the business of the Corporation at regular meetings at a place and time of the Board's choosing.
Vacant offices shall not be counted for purposes of determining whether there is a quorum.
The membership of the Corporation shall have annual meetings for the purposes of electing new officers and directors, conducting business that requires the approval of the membership, and receiving reports from the officers and directors of the Corporation.
The President or a majority of the Board of Directors shall call a special meeting upon written request of at least thirty Members of the Corporation.
The Board of Directors shall designate the time and place of all annual meetings of the members of the Corporation. Such meeting shall be held at least 60 days prior to the end of the calendar year.
Robert's Rules of Order, to the extent not inconsistent with these By-Laws, shall govern the conduct of membership meetings.

B. Notice of Meetings

The Administrator shall send written notice by mail or e-mail of all Meetings of the Members of the Corporation at least 10 days prior to the Meeting to all eligible members at their address of record.
In case of a Special Meeting, the notice shall state the business to be transacted.

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

Eligible members may vote at any meeting of the membership of the Corporation either in person or by written, verified proxy filed at least one hour in advance of the meeting with the Administrator, and complying with applicable laws for a valid proxy.
The President will vote the proxies in the manner consistent with the direction provided by the Board.
No Officer or Director shall participate in a decision where they may have a conflict of interest.

F. Nomination and Election of Officers

Not later than 30 days prior to the annual meeting, the President will, subject to the approval of the Board or Directors, appoint a Nomination and Election Committee and its Chairman.
The Committee shall consist of at least three persons.
The Nomination and Election Committee shall nominate qualified candidates for all positions up for election at the annual meeting.
The Committee shall conduct the election at the annual meetings. Nominations from the floor shall be allowed prior to the vote for any office. The Committee shall tabulate the votes and the Chairman of the Committee shall announce the results.

G. Voting Procedure

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

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

Voting for each Officer shall be completed and announced prior to the nomination and vote for the next Officer, unless a motion is approved to conduct a block vote.
Voting for Directors shall occur on one ballot with each member voting for as many candidates as there are vacancies.
Voting shall be by ballot distributed by the Nomination and Election Committee, unless a motion is approved to conduct a particular vote by unanimous consent, by voice vote, or by hand.
A candidate must receive the most votes and at least 40 percent of the votes cast in order to win an election.
In the event that no candidate receives 40 percent of the vote, subsequent votes shall be taken with the candidate with the fewest votes dropping out after each vote is taken until a candidate has received at least 40 percent.

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:

Federal and state law,
The Articles of Incorporation, and
The By-Laws of the Corporation.

APPENDIX A

LIMITED BUYBACK RIGHTS

BY-LAW REVISION dated November 6, 1985

ARTICLE VII

MEMBERS

SECTION 5A: All memberships purchased after adoption of this amendment, whether from the Corporation or from a member wishing to transfer his membership, shall have no automatic claim to repurchase of that membership by the Corporation. Upon adoption of this amendment, any membership can be sold at an unrestricted price and transferred solely through the Corporation. For those who purchased memberships after August 14, 1979, but before adoption of this amendment, a Corporation mechanism for buy-back of shares will be in effect. A Corporation mechanism for share purchase will be in effect, for these memberships only, until each of these memberships has been sold and transferred to other individuals or families or has become delinquent. These memberships fall into the following categories:

those purchased from August 1979 through April 1, 1985,
those time payment purchase completed in 1985 and to whom some price concession was offered,
those purchased during the 30th anniversary sale in 1985.

In each case, upon notification in writing from the shareholder of his desire to sell, the Corporation shall repurchase the membership for $50 (except those who purchase on time payment for whom the figure is $75) less than the price at which it had been purchased in as prompt a manner as the Board of Directors judges to be consistent with the financial well-being of the Corporation. Provided all previous dues and assessments have been paid, the member will be released from payment of dues and must relinquish use of all pool facilities once the Board of Directors has been notified of the desire to sell.

ENGLISH TRANSLATION

A limited, non-transferable, buy-back option exists only for those non-delinquent memberships purchased between August 14, 1979 and November 5, 1985. For those memberships, the Corporation is obligated to repurchase the membership, upon receipt of a written request from the original purchaser, in as prompt a manner as the Board of Directors judges to be consistent with the financial well-being of the Corporation. The repurchase of the membership shall be for $75 less than the original purchase price, if it was originally a time purchase, or $50 less than the original purchase price for all others.