Bylaws

BYLAWS OF RIDGETOP RECREATION ASSOCIATION, INC.

ARTICLE I: PURPOSES

Section 1. The purpose of the corporation shall be: (a) to establish and maintain facilities for recreation, education, and training of the members of Ridgetop Recreation Association, Incorporated and such other persons as the directors of the Ridgetop Recreation Association, Incorporated, may select; (b) to solicit, receive, hold and maintain a fund or funds and to appoint the principal thereof and income therefrom as the directors may direct in order to carry out the objectives and purposes of the corporation; (c) to erect, occupy, maintain and operate with the funds of the corporation, such facilities as the directors may select to carry out the objectives and purposes of the corporation; (d) in general, to do everything necessary, incidental and proper for the accomplishment of any of the purposes or attainment of any of the objectives enumerated in Article III of the certificate of incorporation of Ridgetop Recreation Association, Incorporated.

ARTICLE II: MEMBERS

Section 1.  Family membership is defined as a head of household and his or her spouse living under the same roof, and any of their children who have never been married and are living in the same household with their parents.

In the event members shall become divorced, they shall immediately notify the Treasurer of the corporation in writing as to which spouse shall retain membership in the Association. The other spouse shall have the right to go to the top of the waiting list, provided he or she makes application and satisfies all other requirements for membership in the association, including the payment of dues and all other fees. In the event the member does not so notify the President of the corporation within a reasonable time, the Board of Directors may terminate the membership.

Limited Membership is defined as head of household and his or her spouse who has maintained a family membership for at least five years and who have no dependent children under the age of 21 living at home. Their children 21 years old or older, living in the same household with their parents and who have never been married may use the association facilities by paying a guest fee but do not need to be accompanied by a member.

Lifetime privileges are conferred at the discretion of the Board of Directors to honor long-time members who have contributed greatly to the association. These privileges are awarded only to the head of the household and his or her spouse. No dues are required, and the privileges do not include voting or office-holding rights. Lifetime privileges are not transferable to any other member of their family. Other members of their family and friends may be their guests at the Association facilities through the purchase of guest passes. Lifetime privileges were extended to all Charter Members in 1985.

Section 2. There shall be a class of members, known as voting members. Upon and after the adoption of these bylaws, each member of the Board of Directors of the corporation shall, during his term as such member of the Board of Directors, be a voting member. Upon election to membership as herein provided and upon payment of all dues, assessments, fees and charges, every head of household and spouse likewise shall be a voting member, for the election of members of the Board of Directors or for any other business upon which a vote is requested by the Board of Directors.

Section 3. The Board of Directors or Executive Committee may from time to time authorize any other class or classes of members, honorary, associate or other, as the Board of Directors or Executive Committee may consider desirable, and from time to time determine or change the rights, privileges and duties of and the procedures for admission to such other class or classes of membership; provided, however, that the Board of Directors or Executive Committee may not confer on any such class of members the right to vote at meetings of the corporation.

Section 4. The Board of Directors, at its discretion, may suspend privileges or cancel membership of any member for reasonable cause, including, but not being limited to falsification of an application for membership.

Section 5. All applications for membership shall bear the recommendation of three (3) voting members and shall be reviewed by the Membership Committee, which shall be a regular and standing committee. All applications for membership shall be subject to the recommendation of the said Membership Committee and approval of the Board of Directors.

ARTICLE III: MEETINGS OF THE CORPORATION.

Section 1. After the first meeting of the corporation at which these bylaws are adopted, an annual meeting of the corporation shall be held each year. The Board of Directors at its last-scheduled regular meeting prior to the end of the fiscal year shall establish the date, time and place for the association annual meeting which shall be held in the month of November immediately following the end of the fiscal year. A notice of such meeting shall be provided to the membership as detailed in Section 4 of this Article III. If such meeting shall not in any year be held on the date therefore as above provided, the term of every member of the Board of Directors shall continue until his successor has been elected, but the Board of Directors, or Executive Committee, or President, shall call a meeting of the corporation to be held as soon as practicable after said date, which meeting shall for all purposes be considered the regular annual meeting of the corporation for such year.

Section 2. There may be transacted by any such annual meeting any business brought before such meeting (whether or not specified in the notice of such meeting, unless prior notice of the proposed transaction of such meeting be expressly required by applicable statue or by these bylaws) including the election of members of the Board of Directors as elsewhere herein provided in these bylaws.

Section 3. Special meetings of the corporation may be called for any purpose by the Board of Directors, or by the Executive Committee, or by the President. Each such special meeting shall be held as such place and time as shall be designated in the call thereof.

Section 4. Printed or written notice, signed by an executive officer of the corporation, shall be given to each voting member by the Secretary of each annual or special meeting of the corporation. The notice shall state the day and hour and place of the meeting and, in general terms, the business stated in the call or otherwise proposed, at the time of the giving of such notice, to be transacted at such meeting. Such notice shall be served personally or by mail upon each voting member, not less than ten and not more than forty days before the meeting, and, if mailed, shall be directed to each person entitled thereto at his address as it appears on the books or records of the corporation.

Section 5. In addition to any other report presented to the annual meeting of the corporation, the Board of Directors shall present at each annual meeting of the corporation a report, verified by the President and Treasurer, or by a majority of the members of the Board of Directors, showing the whole amount of real and personal property owned by the corporation, and the amount and nature of the property acquired during the year immediately preceding the date of the report and the manner of acquisition thereof; the amount applied, appropriated or expended during such year, and the purposes, objects or persons to or for which such application, appropriations or expenditures were made. Such report shall be filed with the records of the corporation and an abstract thereof entered in the minutes of the meeting to which presented.

Section 6. At each annual or special meeting of the corporation one-tenth of the voting members present or a simple majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, but in the absence of a quorum, the voting members present in person at the hour and place fixed, from time to time, for such meeting may, by a majority vote thereof, adjourn such meeting sine die or to a later time.

ARTICLE IV: THE BOARD OF DIRECTORS

Section 1. The business and affairs of the corporation shall be managed by a Board of Directors. The initial members of the Board of Directors shall be as set out in the certificate of incorporation of the corporation. The Board of Directors shall consist of not less than seven (7) and not more than twenty-one (21) members (as determined from time to time by the Board of Directors), divided into three (3) classes so that the term of approximately only one-third of the members of the Board of Directors shall expire each year. At each annual election of members of the Board of Directors approximately one-third of the entire number then fixed for the Board of Directors shall be elected for a term of three (3) years from the date of such election or until their respective successors be elected and such other members shall be elected from such other terms as may be necessary to bring the number of members in each of said three (3) classes to the number then determined therefore. In the case of any increase in the number of members of the Board of Directors by the Board of Directors, the additional members may also be elected by majority vote of a quorum to the Board of Directors in office prior to such increase to the several classes to which such increase shall be applicable.

Section 2. At least thirty (30) days before each annual meeting of the corporation (other than the initial organization meeting), the President, or in the event of his absence or inability or failure to act, the Vice-President shall appoint a Nominating Committee. The Nominating Committee shall present to such meeting nominations for the members of the Board of Directors to be elected at such meeting. Other nominations may be made by voting members present in person at such meeting.

Section 3. Any member of the Board of Directors may at any time resign his membership on the Board of Directors by giving a written notice of such resignation to be effective at the time stated therein, to the corporation or any officer thereof. Any member of the Board of Directors may also at any time be removed from office, with or without cause, by a two-thirds affirmative vote of the then-voting members of the corporation. The office of any directors failing to attend in person three (3) consecutive regular meetings of the Board maybe be declared vacant by the Board of Directors and, if so declared, may be filled in the usual manner.

Section 4. In case any vacancy shall occur, by reason of resignation, death or removal of any member of the Board of Directors, or otherwise, the remaining members of the Board of Directors then in office, whether more or less than a quorum, shall forthwith choose a successor to serve for the remainder of the unexpired term.

Section 5. Regular meetings of the Board of Directors shall be held in each year immediately following the election of members of the Board of Directors in such year at the same place as such election and at such other times and places as may have theretofore been determined by the Board of Directors. Special meetings of the Board of Directors may also be held, on call of the Board of Directors, the Executive Committee, or the President, at such time and place as may be designated in the call. The Secretary shall give at least three (3) days prior notice of each special meeting to each member of the Board of Directors. Every meeting of the Board of Directors regular or special, may transact any business brought before such meetings, but the Secretary shall endeavor to advise the members of the Board of Directors prior to each meeting of the business proposed to be transacted.

Section 6. At each meeting of the Board of Directors, members constituting one-half of the number then fixed for the Board of Directors, present in person at such meeting, shall be necessary and sufficient to constitute a quorum for the transaction of business at such meeting. In the absence of a quorum, the members present may adjourn from time to time until a quorum is present or may adjourn sine die.

Section 7. The Board of Directors or Executive Committee shall also have full power to make grants and contracts and otherwise to determine the manner and extent of use of the funds of the corporation.

Section 8. The Board of Directors or Executive Committee shall also have full power generally to control the finances and other business of the corporation.

ARTICLE V: COMMITTEES OF THE BOARD OF DIRECTORS

Section 1. Between meetings of the Board of Directors, its powers and duties, except as otherwise provided in these bylaws, may be exercised by an Executive Committee, consisting of at least the President of the corporation, the Vice-President, the Secretary and the Treasurer, and such other members of the Board of Directors designated from time to time by the Board of Directors. The President shall preside at all meetings of the Executive Committee, but in his absence from any meeting, his designee shall preside.

Section 2. The Executive Committee may hold meetings or otherwise transact business in accordance with such rules and procedures as may be from time to time determined by it, except as otherwise from time to time provided by these bylaws or ordered by the Board of Directors.

Section 3. The Executive Committee shall keep regular minutes and other records of its actions, and submit the same to the next succeeding meeting of the Board of Directors.

ARTICLE VI: STANDING COMMITTEES

Section 1. The Board of Directors or the Executive Committee may from time to time appoint committees with such powers and duties as it may deem advisable. Persons not members of the Board of Directors may be appointed to such committees.

Section 2. The powers and duties of the said committees shall be as prescribed by the Board of Directors or the Executive Committee.

ARTICLE VII: OFFICERS

Section 1. In each year at the regular meeting of the Board of Directors following the annual meeting of the corporation in such year for the election of members of the Board of Directors, the Board of Directors shall elect the following officers to hold office for the ensuing year or until their respective successors be elected: President, Vice-President, a Treasurer, a Secretary, and such other officers as the Board shall from time to time elect. These officers shall, in all cases, be chosen from the Board of Directors. In the event more than one Vice-President is elected, one shall be designated “First Vice-President” to succeed the President as provided under Section 2B of Article VII. Any offices, except that of President and Vice-President, may be combined with any other office and held by the same person. All officers shall hold office at the pleasure of the Board of Directors. Any officer may resign at any time in writing. A vacancy in any office may be filled by the Board of Directors, or the Executive Committee, at any meeting.

Section 2. Subject to Section 1 of Article V of these bylaws, and subject to the Board of Directors and Executive Committee, the officers of the corporation shall have and exercise the following powers and duties:

The President shall preside at all meetings of the corporate Board of Directors and of the Executive Committee and shall exercise the usual functions pertaining to such office.

In the absence or disability of the President, or if his office shall at any time become vacant, the Vice-President shall have all the powers and perform all of the duties of the President during such absence or disability, or until the vacancy in the office shall be filled.

The Treasurer shall:

Collect, receive, deposit and disburse all funds of the corporation as directed by the Board of Directors or Executive Committee. He shall keep proper records of the budget and of all appropriations authorized by the Board of Directors or Executive Committee and of all expenditures pursuant thereto. He shall keep regular books of account and shall submit such account of his acts as Treasurer and of the financial condition of the corporation as the Board of Directors or Executive Committee may from time to time require. He shall perform such other duties as may from time to time be assigned to him by the Board of Directors or Executive Committee.

Shall give a bond for the faithful discharge of his duties in such amount as may be fixed by the Board of Directors or the Executive Committee. The expense of such bonds shall be paid by the corporation.

The Secretary shall keep the minutes of all meetings of the corporation, the Board of Directors or Executive Committee. He shall perform such other duties as the Board of Directors or Executive Committee may from time to time assign to him.

Section 3. Members of the Board of Directors, officers and members of standing committees shall not receive compensation for services rendered, except the Treasurer and the Assistant Treasurer, whose salaries shall be determined by the Board of Directors.

ARTICLE VIII: FISCAL PROVISIONS

Section 1. The fiscal year of the corporation shall be the twelve-month period ending on September 30th of each year.

Section 2. Funds of the corporation on deposit with any bank or trust company shall be subject to withdrawal on the signature of such person as may be determined from time to time by resolution of the Board of Directors or Executive Committee.

Section 3. Securities of the corporation deposited in any safe deposit box or held by any custodian shall be subject to withdrawal by such person or persons as may be determined from time to time by resolution of the Board of Directors or Executive Committee.

Section 4. The Board of Directors or the Executive Committee shall have power to make investments of the funds of the corporation and to change the same, and may from time to time sell any part of the securities or other property of the corporation or any rights or privileges that may accrue thereon. The Board of Directors or the Executive Committee may, from time to time, delegate such powers to and authorize such person or persons as the Board of Directors or the Executive Committee may designate to execute and deliver in behalf of the corporation proxies on stock owned by the corporation, appointing persons to represent and vote such stock at any meeting of the stockholders, with full power of substitution, and to alter and rescind such appointments.

Section 5. Any person or persons designated by the Board of Directors or the Executive Committee shall have authority to execute such form of transfer and assignment as may be customary to constitute the transfer of stocks or other securities in the name of the corporation.

ARTICLE IX: WAIVERS

Section 1. Whenever any notice is required by these bylaws or by applicable law, no such notice need be given to any person otherwise entitled thereto who waives, in writing, receipt of such notice before or after the event of which such notice was required.

ARTICLE X: AMENDMENTS OF BYLAWS

Section 1. Amendments to these bylaws may be adopted by the affirmative vote of two-thirds of the directors present in person at a duly held meeting of the Board of Directors. Such amendments shall be effective fifteen (15) days after adoption. Members shall be notified of such amendments by the Secretary within ten (10) days after adoption by the Board of Directors.

ARTICLE XI: SEAL OF THE CORPORATION

Section 1. The seal of the corporation shall be as follows:

ADDITIONAL POLICIES AND PROCEDURES

MEMBER’S DISCUSSION TIME

The board of directors will set aside up to 15 minutes at the beginning of each meeting for comments by Association members on items of general interest to the membership. Members wishing to address the board must notify the president or secretary at least 24 hours before the meeting.

FACILITY USE BY OUTSIDE GROUPS

If any group that includes non-members of the Association applies for permission to use Association facilities, the board of directors will consider its application only after the applicant group (1) produces evidence that it has sufficient casualty and liability insurance coverage and (2) agrees to have a qualified lifeguard on duty during all times that it wishes to use the pools and, if children under 18 are present, the deck and terraces.

MEMBERSHIP APPLICATIONS: WAITING LIST PRIORITY

Individuals and families seeking membership in the Association must complete a membership application and return it to the membership committee along with the required application fees as established by the Board of Directors. As vacancies occur during the fiscal year, membership will be offered to approved applicants in the order in which the membership committee received their completed applications, including required application fees.