BYLAWS

Plum Aqua Club

PO Box 14084

Pittsburgh, PA 15239-0084

BY-LAWS

Revised and Amended, December 2007

This copy printed May 2008

Article I - Purpose

The Plum Aqua Club is a non-profit Pennsylvania Corporation formed to foster and promote recreational, social and civic activities of and for its members. Hereafter in these bylaws, the term CLUB shall mean this corporation.

Article II - Board of Directors

The CLUB shall be managed by a Board of Directors, who are active members in the CLUB (see Article V, Section 1-a). There will be a minimum of ten and a maximum of fifteen members on the Board.

Section 1 - Election

Election to the Board of Directors shall take place at the Annual Stockholders' meeting. Directors shall be elected for a term of three years, five members (at most)  to be elected annually. Additional directors shall be elected at the Stockholders' meeting to fill vacancies on the Board created by un-expired terms. All directors shall remain in office until their successors have been lawfully elected.

Section 2 - Attendance

Each director shall be required to attend at least six meetings per year or face dismissal by the Board. The director facing dismissal shall have the option to plead their case to the Board.

Section 3 - Cessation of Board Membership

a.             Any member of the Board of Directors who shall cease to hold active membership in the CLUB shall automatically cease to be a member of the Board.

b.             Any member of the Board may be removed from office by a majority of the membership present in person at either the Annual Stockholders' meeting or at a special meeting called in accordance with these Bylaws, for cause only.

c.             If a Board Member wishes to resign before his/her term expires, he/she must submit his/her request in writing to the Board Secretary.

Section 4 - Compensation

Members of the Board of Directors shall serve without pay.

Article III - Duties of the Board of Directors

Consistent with these bylaws, the Board of Directors shall:

Section 1 - General Duties:

a.             Conduct all CLUB business and make and amend rules for the regulation of the CLUB property.

b.             Approve applications for membership in the CLUB.

c.             Fix, impose, and remit penalties for violation of these bylaws and rules of the CLUB.

d.             Elect from among its membership the following officers: President, Vice-President, Secretary, Treasurer, and may elect an Assistant-Treasurer.

e.             Create such additional offices as may be necessary for the proper operation of the CLUB and its facilities.

f.              Constitute and designate committees and define the powers and duties of the same.

g.             Fill any vacancy in the membership of the Board of Directors to serve until the next Stockholders' meeting.

h.             Appoint and compensate all employees and staff necessary for the proper operation of the CLUB and its facilities.

Section 2 - Finance

a.             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 payment of funds of the CLUB shall be executed.

b.             The Board of Directors shall require that at least two (2) officers sign all such checks, drafts, and other instruments for the payment of money drawn in the name of the CLUB and that one of the said officers shall be the CLUB Treasurer.

Section 3 - Audit of Books

The Board of Directors shall cause the books of the CLUB to be audited annually by auditors selected by the Board.

Section 4 - Meetings

The Board of Directors shall meet monthly. EIGHT (8) members of the Board shall constitute a quorum.

Section 5 - Indebtedness

Nothing in these By-laws shall be construed to permit the Board of Directors to borrow or pledge the credit of the CLUB without the specific approval of the membership at a duly held meeting, with the exception of the initial financing.

Article IV - Officers

The officers of this CLUB shall be: President, Vice-President, Secretary, Treasurer, and Assistant-Treasurer, and any such additional officers as the Board of Directors may deem necessary or advisable for the proper operation of the CLUB and its facilities.

Section 1 - Election of Officers

The officers shall be elected by the Board from among its members at the January meeting and shall serve until new officers are elected the following year. No officer may serve more than three (3) consecutive terms in the same office.

Section 2 - Duties of Officers

a.             President

1.             Preside at all meetings of the CLUB and of the Board.

2.             Shall be the administrative officer of the CLUB.

3.             Shall appoint, subject to confirmation of the Board, the chairperson of all standing committees and all special committees.

4.             Shall be an ex-officio member of all committees.

b.             Vice-President

1.             Shall, in the absence or disability of the President, act in his/her stead.

2.             Shall, under the direction of the President, attend to the business and financial operation of the CLUB, and shall be the chairperson of the Financial Committee.

3.             Shall be an ex-officio member of all committees.

c.             Secretary

1.             Shall send out notices of meetings to the Stockholders and Board of Directors.

2.             Record the minutes of all meetings and keep a copy of those minutes in the files of the CLUB.

3.             Attend to all correspondence pertaining to the CLUB.

4.             Process any requests for members who desire to go on the Surrender List or to swim off.

5.             Perform all such duties pertaining to the office as may be asked by the Board of Directors.

d.             Treasurer

1.             Attend to keeping the accounts of the CLUB, collecting its revenues, and paying its bills as approved by the Board or other agency authorized by the Board to incur them.

2.             Shall deposit funds of the CLUB received  in the name of the CLUB in such depository as may be authorized by the Board.

3.             Shall be bonded.

4.             Shall issue financial statements at all regular Board meetings and special meetings as appropriate.

5.             Shall issue a yearly financial statement at the annual Shareholders' meeting.

Assistant-Treasurer (if elected from among the Board membership)

1.             Shall attend to the financial matters as directed by the Treasurer and/or the Board.

Article V - Membership

                Section 1 - Classification of Membership

There shall be several types of membership in the CLUB.

a.             Active - These members have full CLUB privileges including voting. A Stockholder who has a paid-up stock certificate (with no assessments), has paid the current year's dues and any special assessments. SPECIAL NOTE: As of  January, 2003, a new bond members’ fee shall be applied to the last year of said member’s maintenance fee (dues). If there is a monetary difference between the maintenance fee (dues) and bond (stock certificate) value, the difference will be given to the member in guest passes. Any exceptions, i. E., hardships, will be presented and reviewed by the Board on a case by case basis. Any such request must be submitted in writing to the Board. The Board will then vote on a course of action of said petition. If deemed necessary, said member will be placed on the current surrender list.

b.             Surrender List - These members (1 and 2) have no CLUB privileges and may not vote.

1.             A stockholder who has a paid-up stock certificate (with no assessments) but has not paid the current year's dues or special assessments and has notified the CLUB in writing that they wish to be on the Surrender List.

2.             A Stockholder who does not have a paid-up stock due to assessments on the value of the stock, has not paid the current year's dues and assessments, but has notified the CLUB in writing that they wish to be on the Surrender List.

3.             If a member decides to revoke their surrender status and return to active membership, they may only be reinstated at current Club by-law and rule policies in place in the year they wish to return.(i.e. Since 2003 stock certificates have only swim-off value.)

c.             Subscription Plan/Associate Plan - These members have full CLUB privileges except may not vote or be on the Board of Directors until the stock certificate is paid in full.
A person who is purchasing a stock certificate on the time payment plan, has made payments as due, and has paid the current year's dues and any special assessments.

1.             Stock payments are made as follows for Subscription Plan:
First payment, $150, due by April 1st; last payment $150, due by October 30.

                Stock payments are made as follows for Associate Plan:

                $75 a year for four years in addition to regular Club assessments(dues).

2.             Upon completion of the payments of the Stock and any late fees, these members will be issued a stock certificate.

3.             If such a person fails to meet the payments of the Stock certificate, all monies paid to date are surrendered and that person has no claim to membership in the CLUB.

4.                    SEE ARTICLE VI - FEES AND DUES, SECTION 2 'b' THAT READS: SUBSCRIPTION/ASSOCIATE PLAN MEMBERS SHALL BE ASSESSED A $10 LATE FEE PER MONTH UNTIL CURRENT WHEN PAYMENT ON THE STOCK IS NOT RECEIVED ACCORDING TO SCHEDULE.

d              As of January, 2003 new bond members’ fee shall be applied to their last year’s dues. All stock certificates issued after January 1, 2003 are swim-off eligible only. These stock certificates cannot be surrendered for repayment.

Section 2 - Extension of Membership

a.             Membership extends the recreational privileges of the CLUB to all members of the immediate family living within the same household, which includes husband, wife, and unmarried children, and to such other person(s) as the Board may authorize.

b.             All married children, all children of members, and any other family member twenty-one (21) years of age and over must have proof of residence at member’s household in order to receive pool passes. The only accepted form of identification will be a photocopy of valid drivers license. No other form of proof of address will be accepted.

c.                    In the case of divorced parties, membership passes will be issued to both parties as long as the Stock Certificate is in both names. No passes will be issued to boyfriend or girlfriend of either party unless the Board receives written notification that one spouse relinquishes his/her right to the pass.

d.                   As of December, 2005, a $100 discount on their assessment (dues) on any stock certificate purchased before 1996 will be granted if only ONE family member wishes to swim for the season. Other family members who wish to visit the pool will be charged a guest fee.

Section 3-Single Season Membership

As of the 2003 season, Plum Aqua Club will offer a SINGLE SEASON TRIAL MEMBERSHIP. Fees and guidelines will be voted on by the Board of Directors prior to the current season’s opening day. ALL Rules and Regulations and Club By-laws apply. Trial memberships will NOT have voting rights. Trial memberships are a ONE SEASON ONLY option. If the trial member wishes to join the Club the following season, a bond (stock certificate) must be purchased and the maintenance fee (dues) paid. Availability of trail memberships will be based on current openings according to the existing by-laws. No refunds of trial membership fee will be issued. A new vote will be cast every year to continue the trial membership option. Trial membership fee shall be the current season’s dues plus $50.

***Trial memberships no longer available for 2008 season***

a.             Upon full payment for the same, a duly elected member shall be issued a non-transferable, non-assignable, non-interest bearing Stock Certificate -- Value $300.

b.             Such a certificate, along with the full current year’s payment of all dues and assignments, shall entitle the Stockholder to all rights and privileges (including voting) of the CLUB.

c.             Membership dues are payable every year. The amount shall be determined by the Board. All members will be notified via mail in March of the dues payment. Lack of a member's response to a dues notice does not relieve the person of the obligation to pay. Membership dues and assessments will be suspended only if the Board is notified in writing before January 1 of the current year. Pro-rated assessments will be made for the current year for written notification received postmarked after January 1 at the following rate: January, 10%; February, 10%; March, 10%; April, 10%; May, 10%; June, 20%; July, 20%; August, 10%.

d.             If dues and assessments are not paid and if the Board is not notified in writing of the member's intent to surrender their Stock, an assessment will be made against the value of the Stock. Such a member does not have the CLUB privileges until all past fees are paid in full.

e.             Assessments of the current year's dues and special assessments will be made against the value of the Stock until such time as the Board is notified in writing of the member's request to surrender their Stock. Should the member continue to not remit yearly dues and assessments, then yearly assessments will continue to be made against the Stock at the above mentioned yearly rate. Should such a time occur when the amount of the assessment equals or exceeds the value of the Stock, the Stock is then considered worthless and that person has no further claim against the CLUB.

Section 4 - Surrendering Stock Certificates

a.             Any Stockholder who owns a Stock Certificate and desires to surrender their membership in the CLUB may do so by notifying the Board of their intent to go on the Surrender List. Notification must be made in writing by January 1. Failure to notify the Board of your desire to surrender your Stock Certificate by January 1 of the current year will cause pro-rated assessments to be made at the rates outlined in Section 3 (c) above. Upon notification by the member, the Board will assign that person a Surrender List number and may be notified by the Board of the number assigned to them. However, it remains the responsibility of the member to verify that his/her letter has been received by the Board. Surrender List numbers are assigned in order of the date the request is received. Repurchase of such surrendered Stock shall be in the order of their assigned Surrender List number. The Board, at its sole discretion, may, if it deems it advisable, pay for the Stock Certificate from the General Funds of the CLUB. Only stock certificates issued before January 1, 2003 are eligible for surrender.

Section 5 - Swimming off

a.             At the Board's discretion each year, members on the Surrender List may be given the option of swimming off their stock.

b.             The number of members permitted to swim off is at the sole discretion of the Board, and requests are considered in the order received.

c.             Should a member on the Surrender List request to take this option, a written request must be submitted to the Board stating their desire to swim off. This written request must be made by May 1 of the current year. Once permission is granted, the decision is irrevocable; that is, the person must continue to swim off in consecutive years until the Stock has no further value. Should the value of the Stock not equal the yearly membership dues and assessments, the member must pay the difference or forgo any claims as to the Stock value. As of the 2008 season stock certificates only hold one year of value for swim-off in that the dues fee exceeds the stock value. The difference for that season is forgiven. I.E.-Dues for 2008 are $310 and stock value is $300. The $10 difference is forgiven as decided by the Board at the previous December’s stockholder’s meeting.

d.                   When the value of the Stock is depleted, the member has no further claim against the CLUB and must surrender their Stock Certificate to the Board.

e.             As an alternative to Section 5 (c) above, once permission has been granted, members can elect to swim off the value of the stock for a period of one year.

Section 6 - Suspension or Expulsion

a.             Any member may for cause, after having been given the opportunity for a hearing, be suspended for a period not exceeding three months by a two-thirds (2/3) vote of the members of the Board present at any meeting thereof, or be 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 a violation of these bylaws or of the rules of the CLUB or conduct unbecoming of a lady or gentleman.

b.             The Board may delegate to the chairperson of the Pool and Grounds Committee or to the chairperson of the Rules Committee or to a responsible employee of the CLUB the power to suspend CLUB privileges for a violation of the CLUB rules and regulation, provided such suspension does not exceed three (3) days. A written report of such suspension containing reasons therefore shall be submitted to the President within twenty-four (24) hours.
In the case of expulsion:

1.             The Stockholder loses all CLUB privileges.

2.             The Stock Certificate will have no value to the expelled member and the total value of the Stock Certificate reverts to the CLUB.

3.             Any member thus expelled must forfeit their Certificate of membership.

Section 7 - Rules

a.             All members of the CLUB shall be accorded the facilities of the CLUB subject to the CLUB rules and regulations, which shall be posted at all times on the premises.

b.             A card shall be issued by the Membership Chairperson upon payment of dues to every member.

c.             The Board, at its sole discretion, may extend the privileges of the CLUB to any person(s).

d.             The Board shall fix the terms and conditions upon which guests of members may use the facilities.

e.             Any property of the CLUB broken or damaged by a member or their guests shall be paid for promptly by the member.

f.              The CLUB assumes no responsibility, and members and their guests have no claim against the CLUB, for loss or damage to the property of members or guests brought into or left in the CLUB building or CLUB grounds. The CLUB assumes no responsibility, and members or their guests can have no claim against the CLUB, for any accident or injury to any person or their property.

g.             During normal CLUB hours no intoxicating beverages shall be brought onto the CLUB grounds.

Section 8 - Number of Members

The number of active memberships of the CLUB shall be established at 300, but may, at the discretion of the Board, be decreased or increased

Article VI - Fees and Dues

Section 1 - Annual Dues and Assessments

a.             The annual dues shall be determined by the Board of Directors and is due postmarked by May 1 of the current year.

b.             Special assessments in excess of thirty-five dollars ($35) per membership per year must be approved by a two-thirds (2/3) vote of the membership present in person or by proxy at a duly-authorized meeting.

Section 2 - Late Fees

a.             There shall be a $50 late fee for dues received after May 1 of the current year.

b.             Subscription/Associate Plan members shall be assessed a $10 late charge per month until current when payment on the Stock is not received according to schedule. (See ARTICLE v - MEMBERSHIP, Section 1 - Classification of  Membership, part c - 1.)

Section 3 - Guests

a.             Fees for all guests shall be affixed by the Rules Committee with the approval of the Board.

b.             Rules and regulations as to the admission of guests shall be established by the Rules Committee with the approval of the Board.

Section 4 - Indebtedness

a.             Indebtedness other than fees and dues shall be determined by the Board of Directors. Any members failing to pay other indebtedness shall be considered delinquent in his/her indebtedness to the CLUB and may be suspended if indebtedness is not paid within 30 days. Any member thus suspended shall immediately be notified in writing by the Secretary of said suspension and shall thereupon cease to be a member of the CLUB. the Board, at its discretion, may reinstate any member upon request and repayment of all indebtedness to the CLUB. Any member thus suspended MUST forfeit their Certificate of membership.

Section 5 - Initiation Fee

Any initiation fee may be charged to each new member in addition to other dues and assessments set forth at the discretion of the Board.

Article VII - Membership Meeting

Section 1 - Annual Meetings

a.             An annual meeting of the CLUB shall be held during the last quarter of each calendar year at such time and place as the Board of Directors may determine.

b.             The annual meeting shall be for the purpose of electing directors, presenting yearly financial statements, presenting committee reports, and for the transaction of such other business as may be indicated in the notice, or as may be brought before it.

c.             Nominations for any candidate to be elected at the annual meeting may be made by any active member from the floor, subject to the nominee's consent.

Section 2 - Special Meetings

Special meetings may be called by the Board or by the membership upon written request of any ten percent (10%) of the bond-holding members to the Secretary, stating the purpose thereof. A special meeting shall be called within ninety (90) days of such written request.

Section 3 - Notification of Meetings

Notice of all meetings shall be given by mail to all members at least ten (10) days prior thereto. The notice of the annual meeting shall include the names of candidates for directors nominated by the Nominating Committee. The notice of any special meeting shall state the purpose thereof, and no other business shall be transacted at that meeting.

Section 4 - Voting

Active members are entitled to vote in person or by proxy. Voting shall be by voice unless other wise determined by the presiding officer of the meeting, or unless a written request is demanded by at least ten (10) members.

Section 5 - Quorum

At any Stockholders meeting, ten percent (10%) of the existing, active membership present, either in person or by proxy, shall be a quorum for the transaction of all business.

Article VIII - Committees

The standing committees of the Plum Aqua Club shall be Bylaws, Finance, Membership, Pool and Grounds, Publicity, Rules, Social, and Swim Team. In addition, there shall be other such committees, either permanent or temporary, as the board of Directors may Deem necessary for the proper operation of the CLUB.

Section 1 - Chairperson

A chairperson for each committee shall be appointed from among the directors of the Board by the President.

Section 2 - Duties.

The duties of the various committees shall be defined by the Board and by these By-laws.

a.             Bylaws

1.Review Bylaws on a regular basis and recommend changes to the Board.

b.             Finance

1.             The Finance Committee shall consist of the Treasurer, President and Vice-President, and may include an Assistant-Treasurer when one is elected.

2.             Prepare a proposed budget for presentation to the Board at the first meeting of the calendar year.

c.             Membership

1.             Meet from time to time to consider applications for membership in the CLUB and to recommend to the CLUB suitable applicants. Candidates for membership should be known by at least two members.

2.             Keep a record of all active members and members of their families and make passes for each eligible member after payment of dues to the Treasurer.

3.             Present to the Board applications for membership shall be confirmed by at least a three-fourths (3/4) vote of all members present.

d.             Pool and Grounds

1.             Assess all physical facilities of the CLUB as to its operational condition.

2.             Repair all damaged or broken equipment or delegate persons for same.

3.             Report to the Board as to the condition of all such equipment and facilities.

4.             Obtain estimates of repair or replacement as necessary.

e.             Publicity

1.             Coordinate the publicity for the CLUB or any function of the CLUB as determined by the Board.

f.              Rules

1.             Define the Rules and Regulations under which the pool shall operate.

2.             Make available a written list of such rules to all new members.

3.             Determine fees for guests with the approval of the Board.

g.             Swim Team

1.             Coordinate all Swim team activities with the coach and pool manager (meets, fund raising, supplies, etc.).

2.             maintain financial records for the swim team.

3.             Act as CLUB representative to the eastern Swim Association (ESA).

4.             Maintain dues in the ESA.

5.             Responsible for obtaining officials for all swim team meets.

6.             Maintain a roster for all swim team members.

7.             Inform coach and committee of official ESA rules.

8.             Report all swim team activities to the Board.

Article IX - Amending the Bylaws

These Bylaws may be amended by a two-thirds (2/3) vote of the active members present, in person or by proxy, at a duly-constituted meeting of the membership. Written notice of ten (10) days by the CLUB Secretary of said meeting must be given to the membership, and this notice must state the purpose of amending the bylaws of said meeting.

Article X - Miscellaneous

Section 1 - Liability of Board Members

a.             Each person who acts as a director or officer of the CLUB shall be indemnified by the CLUB and its members against amounts actually and necessarily incurred by him/her in connection with any action, suit, claim, or proceeding as a result of his/her having been a director/officer of the CLUB, except in relation to matters as to which he/she shall be individually adjudged in such action, suit, claim, or proceeding to be liable for gross negligence or willful misconduct.

b.             The right of indemnification provided therein shall extend to each director or officer referred to in (a), whether or not he/she is such a director/officer at the time such costs or expenses are incurred, and in the event of the death or incompetence of such director/officer, shall extend to his/her legal representatives.