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By-Laws
of
Paint
Rock Pool Corporation
ARTICLE
I
MEMBERSHIP
AND MEMBERS
1.
Membership. The membership of the Corporation shall consist of each
person listed on the books and records of the Corporation on the date
of adoption of these Bv-Laws as a member and each other person elected
to membership at any meeting of the Board of Directors by the vote of
a majority of the Directors of the Corporation then in office.
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2.
Eligibility. Membership is available only to persons who reside on
the following streets in Lexington, Massachusetts, the area comprised
of such streets hereinafter referred to as "Paint Rack Area."
| Demar
Road |
Dewey
Road |
| Gould
Road |
Grimes
Road |
| Jeffrey
Terrace |
Mountain
Road |
| Partridge
Road |
Turning
Mill Road |
Members
who reside outside the Paint Rock Area at the time of adoption of these
By-Laws may continue to be members but they may transfer their membership
only to the Corporation.
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3. Obtaining
Membership and Transfer. Persons residing in the Paint Rock Area may
obtain membership, subject to Board of Director election, which shall
not be unreasonably denied, from the Corporation after taking title to
a residence in the Paint Rock Area and upon payment of the then prevailing
membership fee as established or modified by the Board of Directors from
time to time as provided below, or from their predecessor in title if
such predecessor was a member, as provided below.
The
annual membership charges shall be set by the board and shall be sufficient
to cover the operating budget and capital reserve fund as determined annually
by the board. There will be an annual membership charge for seasonal members
which may be greater than, but which shall not exceed, the charge for
participating resident members by more than 50%.
Acceptance
of membership in the Corporation by any present or future resident of
the Paint Rock Area, must be given, and the then prevailing membership
fee paid within ninety (90) davs of written notice by the Corporation
that sutch membership is available and is being offered subject to Board
of Director election. Membership may be obtained after the expiration
of the ninety (90) day period only upon payment of the then prevailing
membership fee plus $200.00.
Upon
sale by a member of a residence in the Paint Rock Area, transfer of membership
to the new resident shall be automatic and shall be entered upon the books
of' the Corporation upon request of seller or buyer unless the selling
member notifies the Corporation in writing, on or before the date of passing
of title, that membership and the rights and privileges incidental thereto
have been offered to the buyer and refused and that the selling member
offers to withdraw, surrender and terminate his membership. Such notice
shall set forth the name and address of the buyer. Upon receipt of such
written notice, the Corporation shall promptly advise the buyer of, such
residence of said notice, giving, the buyer 10 days to dispute the accuracy
of said notice or to advise the Corporation that membership was not offered
by the selling member. If no such communication is received from the buyer
within such 10-day period, the Corporation shall accept the offer of the
selling member.
If buyer
does notify the Corporation that he disputes the accuracy of the selling
member's notice or that he was not offered membership by the selling member,
he shall be offered
a hearing before the Board of Directors which shall determine the merits
of the controversy and may, if it finds that the membership was not offered
to the buyer, transfer the selling member's rights to buyer on the books
of the Corporation.
If buyer
refuses to purchase membership from the selling member and later desires
to buy membership, he must pay the then prevailing membership fee plus
$2OO.OO. The amount of such membership fee, but in no event more than
the amount of the member ship fee paid by the selling member, shall be
paid over to the selling member if his address is known to the Corporation
and the $200.00 and any additional membership fee shall be retained by
the Corporation. It shall be the responsibility of the selling member
to keep the Corporation informed of his current address.
If a
buyer refuses to purchase membership and later sells his residence to
one who desires membership, such may be purchased from the Corporation
within three months after written notification by the Corporation, of
the availability of such membership, at the then prevailing membership
fee. If tie buyer elects to purchase membership after the ninety (90)
day period has expired, he must pay $200.00 in addition to the then prevailing
membership fee. The amount of such membership fee, but in no event more
than the amount of the membership fee paid by the original selling member,
shall be paid over to such original selling member if his address is known
to the Corporation.
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4. Membership
Rights. All persons in the home of a member shall enjoy full pool
privileges subject to pool regulations.
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5.
Seasonal Members. Membership in the Corporation shall be expanded
to include up to, but not more than, seventy (70) seasonal members who
reside in Lexington as well as any previous pool users residing beyond
the designated area prior to the adoption of this amendment. These seasonal
members will not have voting privileges as do resident members
The
board shall determine annually the actual number of seasonal members to
be selected by the board from a waiting list and who, upon payment of
the membership fee, shall have use of the pool facilities for the season
as defined by prevailing regulations. Membership shall not carry over
beyond the calendar year.
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6.
Annual Meeting. The annual meeting of members shall be held on the
third Thursday of November in each year (or if that be a legal holiday
in the place where the meeting is to be held, on the next succeeding full
business day) at 3:00 o'clock P.M. unless a different hour is fixed by
the Directors or the President and stated in the notice of the meeting.
The purposes for which the annual meeting is to be held, in addition to
those prescribed by law, by the Articles of Organization or these By-Laws,
may be specified by the Directors or the President. If no annual meeting
is held in accordance with the foregoing provisions, a special meeting
may be held in lieu thereof, and any action taken at. such meeting shall
have the same effect as if taken at the annual meeting.
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7.
Special Meetings. Special meetings of members may be called by the,
President or by the Directors. Upon written application of at least 10
members of the Corporation, special meetings shall be called by the Secretary,
or in case of the death, absence, incapacity or refusal of Secretary,
by any other officer. The call for the meeting shall state the date, hour
and place and the purposes of the meeting.
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8.
Place of Meetings. All meetings of members shall be held at a place
within Lexington, Massachusetts as fixed by the Directors or the President
and stated in the notice of the meeting.
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9.
Notice of Meetings. A written notice of every meeting of members,
stating the place, date and hour thereof, and the purposes for which the
meeting is to be held, shall be given by the Clerk or by the person calling
the meeting at least fourteen days before the meeting to each member entitled
to vote thereat and to each member who by law, by the Articles of Organization
or by these By-Laws is entitled to such notice, by leaving such notice
with him or at his residence or ususal place of business, or by mailing
it postage prepaid and addressed to such member at his address as it appears
upon the books of the Corporation. No notice need be given to any member,
if a written waiver of notice executed before or after the meeting by
the member of his attorney thereunto authorized, is filed with the records
of the meeting.
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10.
Quorum. A majority of the members of the Corporation shall constitute
a quorum for the transaction of business at any meeting of the members.
If a quorum is not present in person or by, proxy, the members present,
in person or by proxy, may adjourn such meeting from time to time without
a further notice until a quorum shall be present. At any such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally called.
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ARTICLE
II
DIRECTORS
1.
Powers. The affairs of the Corporation shall be managed by a Board
of Directors, all of whom shall be members of the Corporation, which may
exercise all the powers of the Corporation except as otherwise provided
by law, by the Articles of Organization or by these By-Laws. In the event
of a vacancy in the Board of Directors, the remaining Directors, except
as otherwise provided by law, may exercise the powers of the full Board
until the vacancy is filled.
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2.
Election. A Board of nine (9) Directors shall be elected at the Annual
Meeting, or at a special meeting called by the Board, if the Annual Meeting
cannot, for any reason, be held. Candidates for election to the Board
of Directors shall be nominated only from the floor at the Annual Meeting.
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3.
Vacancies. Any vacancy In the Board of Directors may be filled by
the Directors for the unexpired term or the Directors may permit the vacancy
to continue until the next Annual Meeting of Members when it shall be
filled.
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4.
Enlargement of the Board. The number of the Board of Directors may
be increased or decreased from time to time by majority vote of all of
the members of the Corporation.
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5
Tenure. Except as otherwise provided by law, by the Articles of Organization
or by these By-Laws, Directors shall hold office until the next annual
meeting of members and thereafter until their successors are chosen and
qualified. Any Director may resign by delivering his written resignation
to the Corporation at its principal office or to the President, or Secretary.
Such resignation shall be effective upon receipt unless it is specified
to be effective at some other time, or upon the happening of some other
event.
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6.
Removal.
A Director may be removed from office with or without cause, by vote of
a Majority of the members or with cause by vote of a majority of the Directors
then in office. A Director may be removed for cause only after reasonable
notice and opportunity to be heard before the body proposing to remove
him.
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7.
Meetings. Regular meetings of the Directors may be held without call
or notice at such places and at such times as the Directors may from time
to time determine, provided that any Director who is absent when such
determination is made shall be given notice of the determination. A regular
meeting of the Directors may be held without a call or notice at the same
place as the annual meeting of members, or the special meeting held in
lieu thereof, following such meeting of members.
Special
meetings of the Directors may be held at any time and place designated
in a call by the President, Treasurer, or a majority of Directors.
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8.
Notice of Meetings. Notice of all special meetings or the Directors
shall be given to each Director by the Secretary, or in case of the death,
absence, incapacity or refusal, of the Secretary, by the officer or one
of the Directors casing the meeting. Notice shall be given to each Director
in person or by telephone or by, telegram sent to his business or home
address at least forty-eight hours in advance of the meeting. Notice need
not be given to any Director if a written waiver of notice, executed by
him before or after the meetings, is filed with the records of the meeting,
or to any Director who attends the
meeting
without protesting prior thereto or at its commencement the lack of notice
to him. A notice or waiver of notice of a Directors' meeting need not
specify the purposes or the meeting.
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9.
Quorum. At any meeting of the Directors, a majority of the Directors
then in office shall constitute a quorum. Less than a quorum, may adjourn
any meeting from time to time without further notice.
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10.
Action at Meeting. At any meeting of the Directors at which a quorum
is present, the vote of a majority of those present, unless a different
vote is specified by law, by the Articles of Organization, or by these
By-Laws, shall be sufficient to decide such matter.
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11.
Action by Consent. Any action by the Directors may be taken without
a meeting if a written consent thereto is signed all the Directors and
filed with the records of the Directors' meetings. Such consent shall
be treated as a vote of the Directors for all purposes.
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12.
Committees. The Directors may, by vote of a majority of the Directors
then in office, elect from their number an executive or other committees
and may by like vote delegate thereto some or all of their powers except
those which by law, the Articles of Organization or these By-Laws, they
are prohibited from delegating. Except as the Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Directors or in such rules, its business
shall be conducted as nearly as may be in the same manner as is provided
by these By-Laws for the Directors.
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ARTICLE III
OFFICERS
1.
Enumeration. The officers of the Corporation shall consist of a President,
a Treasurer, a Secretary, and such other officers, including one or more
Vice Presidents, Assistant Treasurers, Assistant Secretary as the Directors
may determine.
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2.
Election. At the Annual Meeting, or at the Special. Meeting called
in lieu of the Annual Meeting, upon completion of the election of the
Directors, the Corporation members shall elect from the members of the
Board of Directors, a President, a Treasurer and a Secretary.
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3.
Qualification. All officers must be members. Any two or more offices
may be held by the same person, provided that the President and Secretary
shall not be the same person. Any officer may be required by the Directors
to give bond for the faithful performance of his duties to the Corporation
in such amount and with such sureties as the Directors may determine.
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4.
Tenure. Except as otherwise provided by law, by the Articles of Organization
or by these By-Laws, Presidents Treasurer and Secretary shall hold office
until the Meeting of the Directors following the annual meeting of members
and thereafter until his successor is chosen and qualified; and all other
officers shall hold office until the first meeting of the Directors following
the annual meeting of members, unless a shorter term is specified in the
vote choosing or appointing them. Any officer may resign by delivering
his written resignation to the Corporation at its principal office or
to the President, Clerk or Secretary, and such resignation shall be effective
upon receipt unless it is specified to be effective at some other time
or upon the happening of some other event.
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5
Removal. The Directors may remove any officer with or without cause
by a vote of a majority of the entire number of Directors then in office,
provided, that an officer may be removed for cause only after reasonable
notice and opportunity to be heard by the Board of Directors prior to
action thereon.
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6.
President and Vice President. The President shall be the chief executive
officer of the Corporation and shall, subject to the direction of the
Directors, have general supervision and control of its affairs. Unless
otherwise provided by the Directors, he shall preside, when present, at
all meetings of members and of the Directors.
Any
Vice President shall have such powers as the Directors may from time to
time designate.
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7.
Treasurer and Assistant Treasurers. The Treasurer shall, subject to
the direction of the Directors, have general charge of the financial affairs
of the Corporation and shall cause to be kept accurate books of account.
He shall have custody of all funds, securities, and valuable documents
of the Corporation, except as the Directors may otherwise provide.
Any
Assistant Treasurer shall have such powers as the Directors may from time
to time designate.
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8.
Secretary and Assistant Secretary. The Secretary shall keep a record
of the meetings of members and a record of' the names and addresses of
all members.
Any
Assistant Secretary shall have such powers as the Directors may from time
to time designate. In the absence of the Secretary from any meeting of
members, an Assistant Secretary, if one be elected, otherwise a Temporary
Secretary designated by the person presiding at the meeting, shall perform
the duties of the Secretary. The Secretary shall also keep a record of
the meetings of the Directors and in his absence, an Assistant Secretary,
if one be elected, otherwise a Temporary Secretary designated by the person
presiding at the meeting, shall keen a record of the meetings of the Directors.
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9.
Other Powers and Duties. Each officer shall, subject to these By-Laws,
have in addition to the duties and powers specifically set forth in these
By-Laws, such duties and powers as are customarily incident to his office,
and such duties and powers as the Directors may from time to time designate.
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ARTICLE IV
MAINTAINENCE
CHARGES
1.
Amount. There shall be a maintenance charge for each member which
shall consist of an amount equal to the quotient of the total budget approved
at the Annual Meeting pided by the total number of members at such time.
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2.
Billing. Bills for the maintenance charge shall be submitted to each
member at least sixty (60) days before April first and are payable no
later than April first.
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3
Delinquency. Any member who is delinquent in his payment of maintenance
charges shall be fined as follows:
| Payments
made through April 20 - $10 |
| Payments
made through May 30 - $20 |
If,
as of June first, the maintenance bill and all penalties remain unpaid,
the delinquent., member shall forfeit all his rights as a member for the
remainder of the fiscal year, and until such time as he pays up his delinquent
fees.
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4.
Inactive Members. In the event that a member does not exercise his
rights as a member during a fiscal year such rights may be enjoyed by
a tenant, if any, of the member's house during that fiscal year. In such
event, the member shall be obliged to pay the full maintenance charge,
but may privately effect an agreement for reimbursement with the person
who exercised his rights. At the discretion of the Board, the maintenance
fee of a member who is away during the season, who notifies the Board
at least 60 days prior to the official opening date, may be reduced.
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5
At the discretion of the Board, a tenant occupying the house of a non-member
may be given the swimming privileges for a fee determined by the Board.
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