Bylaws Of ASTC

BYLAWS
OF
AVONDALE SWIM AND TENNIS, INC.
With All Amendments through April 2008

ARTICLE I – NAME

Section 1

This organization shall be known as the Avondale Swim and Tennis, Inc. (“ASTC”), a Georgia non-profit corporation.

Section 2

The principal mailing address is P.O. Box 664, Avondale Estates, Georgia  30002

ARTICLE II – OBJECTIVE

The objectives of the corporation are to provide and maintain facilities for swimming and other recreation for the membership as defined in Article III.

ARTICLE III – MEMBERSHIP

Section 1 – Government

The government and management of Avondale Swim and Tennis, Inc. shall be vested in the Board of Directors (“Board”) who shall, by majority vote, have the power to adopt all rules consistent with these Bylaws for the conduct of the activities and affairs of the Corporation.

Section 2 – Type of Membership

A. Resident:

Residents owning and occupying their homes in the City of Avondale Estates, Georgia, in the membership area, may become active yearly members upon their acceptance, on application, by the Board of Directors, and the payment of any required fees or assessments that may be set by the Board of Directors.

B. Legacy:

Legacy memberships will be applicable only to former Resident members that have moved outside the membership area and remain in good standing.  ASTC reserves the right to set a maximum capacity membership in the future, at which time, Legacy Memberships can be rescinded at the discretion of the Board.

C. Renter:

Residents renting their homes in the City of Avondale Estates, Georgia, in the membership area, may become active yearly members upon their acceptance, on application, by the Board, and the payment of any required fees or assessments that may be set by the Board.  Renter Memberships do not qualify for conversion to Legacy Memberships.

D. Swim Coach:

If a coach of the ASTC swim team is hired and is not a member of ASTC, the Board may consider offering the coach a Swim Coach Membership for purchase to allow the coach’s family membership privileges.  Terms and conditions of this type of membership will be determined by the Membership Committee and presented to the Board for its approval.

Section 3 – Membership Area

Membership area includes that certain area within the city of Avondale Estates, Georgia, as shown on the attached map and list of eligible streets.  Condominium developments including but not limited to the Condominiums of Avondale Estates, the Kensington Walk condominiums and the Kensington Trace condominiums are specifically excluded from the membership area.

Section 4 – Membership Application

Application for membership must be signed by three members of the membership committee and is subject to the approval of a quorum affirmative vote of the Board of Directors.

Section 5 – Membership Year

A membership year shall extend from June 1st through the following May 31st. Fees and assessments for each year are due and payable before any member may use the facilities for recreational or training purposes. Membership may be terminated for failure to comply with the rules and regulations as set forth by the Board of Directors.  ASTC’s fiscal year for financial and tax reporting corresponds with the calendar year and ends on December 31.

ARTICLE IV – FEES AND ASSESSMENTS

Section 1

Each member shall pay annual dues and assessments in such amount and on such date as may be required from time to time by the Board of Directors.

ARTICLE V – OFFICERS

Section 1 – Designation and Term

The officers shall be President, Vice-President, Secretary and Treasurer. The officers collectively serve as the Executive Board. Officers shall be elected from members of the Board of Directors.

The office of Secretary and Treasurer may be held by one person. The officers’ terms shall run from the time of their election for a one year term.

Section 2 – Duties of President

The president shall be the chief executive officer and shall preside at all meetings of the membership and of the Board of Directors. He shall have the power to delegate authority and appoint committees.

Section 3 – Duties of Vice-President

The vice president shall perform all duties incumbent upon the president during the absence of the President and such other duties as the President or Board of Directors may prescribe.

Section 4 – Duties of Secretary

The secretary shall keep the minutes of the meetings of the Board of Directors and shall keep such other records and perform such other duties as the president may direct.

Section 5 – Duties of Treasurer

The Treasurer shall keep, or cause to be kept, proper books of accounts showing accurately at all times the financial condition of the corporation.  He shall be the regular custodian or all money, notes, or other valuables which may come into the possession of the corporation.  He shall, without delay, deposit all funds of the Corporation coming into his hands in the banking institution to be designated by the Board of Directors, and shall keep this account in the name of the Corporation.  He shall check and see that all approved bills of the Corporation are duly paid and keep a record thereof.   He shall keep a complete statement of receipts and disbursements and as requested by the Board of Directors or Executive Board shall give a report of the same.  He shall also furnish current financial statements of the Corporation as requested by the Board of Directors.  An audit of the finances shall be made at the close of each pool season and presented at the annual meeting.  The Treasurer shall perform such other duties as the president may direct.

ARTICLE VI – BOARD OF DIRECTORS

Section 1 – Number

The Board of Directors shall consist of no more than thirty Members.  Members elected to the Board or Directors must be in good standing.

Section 2- General Powers and Duties

The property and the business of ASTC shall be managed under the direction of the Board.  The Board shall have general charge, management and control of ASTC’s funds, property and activities and shall authorize and control all expenditures.  The Board shall have the sole authority to interpret these Bylaws.

Section 3 – Term

Members of the Board of Directors shall serve for a term of three years from the time of the annual meeting. Vacancies of the Board of Directors shall be filled by a majority affirmative vote of the remainder of the Board with nominations from the floor.

Section 4 – Duties

It shall be the duty of the Board of Directors, in addition to all duties set forth in this document, to make all rules and regulations necessary to the operation of the corporation and to otherwise conduct the affairs of the corporation.

Section 5 – Meetings

The president shall call at least four meetings of the Board of Directors inclusive of the Annual meeting, each year. The President shall call a special meeting upon the written request of ten members of the Board.

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Section 6 – Quorum

A quorum of greater than 50.0% of the members of the Board in attendance shall be necessary for the Board to conduct its business.

Section 6 – Notice of Meetings

Notice of meetings of the Board of Directors shall be given each member of the Board of Directors in time to be delivered at least forty-eight hours before said meeting is to convene.

Section 7 –  Termination

A member of the Board of Directors may be expelled only by a majority vote of the Board of Directors for failure to comply with the rules and regulations of the corporation or by failure to perform his work assignment.

ARTICLE VII – GENERAL MEETING

The Board shall call an “Annual meeting” of the general membership of the corporation for the purpose or conducting the general business of the corporation and the election of officers and Board members each year. The time and place of the meeting shall be fixed by the president and the entire membership notified in writing ten days prior to such meeting.  A quorum for such meeting shall be those in attendance, however 15 members of the Board must be present.

ARTICLE VIII – ELECTION OF THE OFFICERS AND DIRECTORS

Section 1 – Time of Election

The election of the Board of Directors shall be by the membership and shall take place at the annual meeting of the membership.  All members in good standing shall be entitled to vote.  The election of the officers shall be by the Board of Directors.

Section 2 – Nominations

The retiring President shall appoint a committee of five, who will act as a nominating committee, one of whom shall be the chairman and from the Board of Directors, two from the membership of the Corporation, not members of the Board of Directors.  The remaining members shall be selected from the Board of Directors or from the general membership.  Nominations for directors shall be presented to the membership of the corporation at the annual meeting. Other nominations may be presented at the meeting by any voting member in good standing.

Section 3 – Election

After all nominations are received, the directors shall be elected from the nominees by majority vote of the members present at the meeting.

Section 4 – Vacancies

Vacancy in an office or on the Board of Directors shall be filled by an affirmative vote of a majority of the Board at a called meeting.

ARTICLE IX – RULES OF PROCEDURE

Section 1

The rules of procedure contained in Roberts Rules of order -Revised, shall govern the deliberations of both the general membership and the Board of Directors where the same are not inconsistent with the provisions of the Bylaws.

ARTICLE X – AMENDMENT

Section 1

These Bylaws or any section or sub-section thereof may be repealed or amended at any regularly called meeting of the Board of Directors to which a quorum is present by an affirmative vote of two-thirds of the votes cast by the Directors provided that notice of the proposed change shall have first been filed in writing with each officer and member of the Board of Directors not less than ten days prior to the meeting at which such change is to be considered.