ARTICLE I
Name
1. The name of the Corporation shall be “MILL GLEN SWIM CLUB, INC.”

ARTICLE II

Purpose

1. The purpose of said Corporation shall not be for business or profit, but to provide and operate recreational facilities.
2. The Corporation shall not be controlled by or under common control of any other organization and no part of net earnings of said Corporation shall inure to the benefit of its members, directors, officers, contributors or other private individuals. In the event of dissolution, winding up, or other liquidation of the assets of the Corporation, its assets shall be redistributed as provided at a special meeting in accordance with the Georgia Nonprofit Corporation Code, as amended.
3. No alcoholic beverages shall be sold by the Corporation. No dining facilities (other than vendor refreshments) will be operated by the Corporation.

ARTICLE III

Government

The Corporation shall be managed by a Board of Directors which shall consist of thirteen (13) members, all of whom serve without compensation. Initially, six (6) members elected for a term of one (1) year, and seven (7) elected for a term of two (2) years, and thereafter each year, six (6) and seven (7) members respectfully elected for a term of two (2) years. No member of the Board of Directors shall succeed himself more than two (2) terms unless no replacement can be found.

1. The Directors shall be elected at the annual meeting of the members. Voting shall be without accumulation and shall be by ballot or vote.
2. A vacancy occurring on the Board of Directors may be filled by the election of a new Director, such new Director being elected by a majority of the remaining Directors. The Director so selected shall fill the unexpired term, subject to confirmation of the members at the next annual meeting of the Corporation.
3. At least thirty (30) days prior to the annual meeting, the Board of Directors shall appoint a nominating committee to propose members of the Corporation at the annual meeting for election to the Board of Directors. Other nominations may be made from the floor at the annual meeting.
4. Board members who are judged unable to fulfill the duties required of their position may be removed from the Board by two-thirds (2/3) vote of all current Board members.

ARTICLE IV

Meetings and Duties of Directors

1. Each Board of Directors shall establish the time, place and frequency of its regular meetings. Special meetings may be called by the President or by any two (2) Directors, by giving five (5) days notice, written or oral, to each Director. Attendance at a meeting by a Director shall constitute a waiver of such notice requirements. A majority of Directors shall constitute a quorum.
2. Meetings shall be held at reasonable times and places.
3. If a member of the Board shall absent himself from three (3) consecutive regular Board meetings, unless he shall have previously obtained permission from the Board, or without cause approved by said Board, then the Board may elect a new Director in his place to fill the remaining term, subject to confirmation of members at the next regular or called meeting. Directors may not send alternates in their place to attend Board meetings.
4. The duties of the Board of Directors shall be to control and manage the business of the Corporation. Their authority, consistent with these by-laws, shall extend to, but not be limited to such action as:

1. electing new members of the Corporation
2. electing from members of the Board of Directors, the officers of the Corporation
3. transacting all Corporation business fixing, amending and enforcing rules and the regulations for the use of Corporation facilities
4. establishing annual dues, charges for guests, and charges to be levied for any approved special use of Corporation facilities
5. determining opening and closing dates of the Corporation swimming season
6. hiring and terminating services of any persons employed by the Corporation
7. constituting and appointing committees, and defining powers and duties of same
8. authorizing and incurring of obligations, and the payment of such obligations, provided that no capital improvements may be authorized to exceed thirty-five thousand dollars ($35,000) in one (1) year, without prior authorization of an annual or special meeting of the members, except the initial capital expenditures for a swimming pool and facilities
9. determining reasonable rates of depreciation, and adopting reasonable plans for the replacement of depreciable assets
10. purchasing necessary supplies, material, equipment, services, etc., for the maintenance and operation of the facilities
11. designating the bank or banks in which funds of the Corporation are deposited, and the manner in which checks, drafts, and other instruments for payment of funds shall be execute

ARTICLE V

Officers

The officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary, all of whom, shall serve without compensation. Officers shall be elected by the Board of Directors from their own membership at their first meeting each year, and serve for a term of one (1) year. The Board of Directors may, at its discretion, elect additional officers with such duties and responsibilities as the Board may delegate to them.

1. The President shall preside over all meetings of the members and the Board of Directors. He shall appoint, subject to confirmation of the Board, all standing and special committees, and designate the chairmen of these committees. He shall perform such other duties as customarily pertain to the office of President or has he may be directed to perform by resolution of the Board of Directors. He shall be authorized to countersign all checks signed by the Treasurer and such other instruments as the Board of Directors may direct.
2.  The Vice President, in the absence or inability of the President (inability determined by majority vote of the Board), shall act in his stead. He shall notify new members elected to the Corporation of such election, and furnish said new member with a copy of the by-laws and rules of the Corporation. He shall issue and maintain a record of Membership Certificates. In addition, he shall perform such duties as may be assigned to him by the Board of Directors, and he shall assist the President as may be necessary.
3. The Treasurer shall have custody of all funds, securities, fiscal papers, and other intangible assets of the Corporation. He shall collect the revenue of the Corporation, and pay its bills as authorized by the Board. He shall prepare and maintain full and complete records of assets and liabilities of the Corporation, and submit financial statements to the Board and the members at regular meetings. He shall prepare such tax reports as local, State, and Federal agencies may require. He shall be authorized to sign checks, countersigned by the President or Vice President or Secretary. He shall be bonded by the Corporation in an amount to be determined by the Board of Directors.
4. The Secretary shall keep minutes of all meetings, and shall give required notice of all meetings. He shall have custody of all books, records, and papers except those in possession of the Treasurer. He shall be responsible for all correspondence between the Board of Directors and the membership of the Corporation. He shall be authorized to countersign all checks signed by the Treasurer.

ARTICLE VI

Membership

1. Resident membership in the Corporation shall consist of families living in homes on the following streets and cul-de-sacs of those streets:

1. The south side of Dunwoody Club Drive from Spalding Drive to the eastern end of Bend Creek Road;
2. Bend Creek Road;

1. Mill Trace Drive;
2. Mill Gate Drive;
3. Mill Shire Lane;
4. Mill Glen Drive;
5. Glenrich Drive;
6. Witham Drive;
7. Withmere Lane
8. Martina Drive;
9. Bunky Way (to its termination);
10. Martina Way;
11. And Withmere Way from its northwestern cul-de-sac up to and including 1580 Withmere Way;
12. The eastern side of Roberts Drive from 5507 Roberts Drive north to Mill Glen Drive;
13. also those properties on the west side of Roberts Drive known as 5722 and 5714 Roberts Drive; and
14. also those homes in Mannings Farm.
    Twenty percent (20%) of the authorized membership level may consist of families living outside the above-stated boundaries and be hereinafter known as “Non-resident memberships”. If the club membership is not full, the twenty percent (20%) limit may be exceeded based on a majority vote of the Board of Directors.

Notwithstanding anything in this Article VI to the contrary, any member who belonged under Resident Membership as defined in this Paragraph 1., above, and leaves, or has left prior to the effective date of the amendment, the area defined in this Paragraph 1., without resigning, or otherwise transferring, their membership, shall heretofore be classified as part of the Resident Membership.

2) Members of the family shall be defined as the husband and wife and all minors, unmarried children residing in the Member’s home (children to include natural, adopted or legal wards) and other persons as the Board of Directors may designate (such as, but not exclusively, relatives residing in the Member’s home).

3) The number of active Members (excluding seniors) in the Corporation shall be determined by the Board of Directors, but shall not at any time exceed two hundred and forty (240).

4) The Board of Directors can accept up to twenty percent (20%) of its authorized membership level as “Senior Memberships”. Memberships designated as “Senior” must meet the following qualifications:

1.One member at least 65 years of age

2.Previous active membership term of at least fifteen (15) years

3.No children living at home

Note: Beginning in 2016 there is a group of seniors who had met prior membership qualifications (members for 5 years with no children living at home and no member playing on a Mill Glen ALTA team) but these members do not meet the new senior member definition. These members will stay senior members.

The conversion to a Senior Membership shall have no impact on the value of the bond/certificate held by the Senior Member or on his/her rights as a member, except as stated in Senior qualifications.  In the event more than the authorized number of members wish to convert to a Senior membership, such conversion shall be based on seniority in the Corporation as determined by the date on the bond. Senior membership conversions will take place only if Regular membership can be maintained at least 210 Full Members.

Senior Membership shall not count toward the authorized membership level, but is a distinct class of Membership.

5) A Member may assume an “Inactive Membership” status by requesting such status in written communication with the Board.  A Member accepted for inactive membership status shall retain his/her bond/certificate, but will have no other rights as a Member of the Corporation. An Inactive Member will not be required to pay annual dues or any assessments, provided the number of Active memberships in the Corporation does not fall below one hundred eighty (180). In the event the number of active memberships drops below one hundred eighty (180), Inactive Memberships would revert to an Active Membership status; provided, however, if there are more Inactive memberships than there are vacancies in the Active membership, the Inactive Members, at their option, may retain their inactive status by paying a pro rata share of dues, not to exceed the established annual dues for an Active Member. The pro rata dues to be paid by Inactive Members would be in an amount sufficient to increase dues revenues to the Corporation to the level that would have been obtained if the Corporation had one hundred eighty (180) active dues-paying Members.

Inactive Memberships shall not count toward authorized membership levels.

If, an Inactive Member wishes for his/her Membership to convert back to active status, the Inactive Member will be placed first on the waiting list and will return to active status at the time of the first vacancy in the Active Membership.  If the Member re-activates, they will owe the dues for the full year.  If a member wishes to reactive a membership within the same year as going inactive, and if there is no waiting list, the member will need to pay all applicable late fees for that year.

6) The Board of Directors shall vote upon each applicant at their first regular meeting after receiving the application for membership and required initiation fee. Election to membership shall require approval by a majority of the members of the Board present, and vote shall be by ballot. Non-resident memberships are contingent upon a majority vote of the Board of Directors.

7) After election, the Vice-President shall notify the member-elect and furnish him a copy of the by-laws and rules of the Corporation, and upon his subscribing to same and paying the required fee for the membership Certificate, and dues provided in Article IX, he shall be entitled to all rights of a Member.

8) Any member-elect not complying with the foregoing requirements within a period of thirty (30) days from the notification of his election, shall be considered as having declined Membership.

9) A Member may, for cause, be suspended for a period not to exceed three (3) months by a two-thirds (2/3) vote of the Board of Directors present at any meeting thereof, or 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 violation of these by-laws or the rules of the Corporation, or for conduct unbecoming a lady or gentleman, and such Member shall be served with notice of all charges against him. Upon expulsion, the Membership shall be forfeited together with all rights, interests, and fees or dues paid into the Corporation. Opportunity shall be afforded a Member suspended or expelled to appeal the ruling of the Board at a regular or special meeting of the Membership. A majority vote of the Members present will prevail.

10) The following provisions are made for transfer of Membership:

1. Should a Member move and resign membership, the buyer of the member’s residence may initiate membership immediately, even if membership is currently full. This transferred membership allows the buyer to skip any membership wait list that may exist. In order for the buyer to receive this benefit, said buyer is to be approved by the Board of Directors in accordance with the required vote for election, and the buyer must pay all fees and dues as required within 30 days of purchase of the residence.
2. If a Senior Member sells his/her home, the buyer can become a Member, immediately upon vote by the Board of Directors approving their membership, even if the maximum authorized membership level is or would be temporarily exceeded.
3. Should a Member decide to lease his/her residence (“Member/Lessor) he/she may, upon payment of a $250.00 transfer fee, transfer his/her Membership to his/her lessee (Member/Lessee), on a temporary basis, but only after such transfer has been approved by the President or Vice President/Membership. Upon approval, the Member/Lessee shall be entitled to all rights of a Member; provided, however that Member/Lessor shall be jointly and severally liable with his/her Member/Lessee for the payment of all fees and dues that may be assessed pursuant to these by-laws.
4. In the absence of a divorce decree, when a divorce occurs, both parties will be required to submit a letter to the board of directors assigning the membership to one of the parties. The bond/certificate will then be reissued in that individual’s name only. This letter should be signed by both individuals and notarized. Children living with either parent will retain full membership rights. The non-member ex-spouse will be allowed the use of the club as a paying guest of an adult member. This privilege will be allowed even if the non-member spouse is with-in the resident boundaries per the by-laws. If at some point the member chooses to re-assign the membership to the other party, this can be done so in a letter with both signatures notarized. If the parties cannot agree as to who will own the membership, the membership will be considered canceled, and any monies to be refunded will be split equally between the two parties. Membership must be settled within 30 days of the divorce decree.

11) Member desiring to resign shall submit a letter of resignation together with his membership certificate. The club shall redeem the membership certificate for either 1) the value being charged the new members if the membership was initiated prior to 2016 or 2) 50% of the value being charged the new members if the membership was initiated between 1/1/2016 and 12/31/2020. Members joining the club after 1/1/2021 will not be entitled to a refund of their certificate. Membership certificates will be redeemed in sequence as new members join unless funds are deemed available by the Board of Directors.

12) All members of the Corporation shall be accorded the facilities of the Corporation subject to the Rules and Regulations which shall be posted at all times. The Board of Directors shall fix the terms, conditions, and fees by which guests of members, limited to persons residing outside the defined boundaries of membership, may use the Corporation facilities. The exception to this rule is guests who live within the defined boundaries, and who are on the waiting list to become members; provided however, that when the opportunity to join comes up to join the club, that person must join or forfeit their privilege to come as a guest. Any property of the Corporation broken, or damaged by a Member or his guest shall be promptly paid for by such Member. No articles belonging to the Corporation may be taken or borrowed without approval of a member of the Board of Directors. The Corporation assumes no responsibility and members or their guests can have no claim against the Corporation for the property of members or any guest brought into or left in the buildings, or on the grounds of the Corporation. The Corporation assumes no responsibility and members or their guests can have no claim against the Corporation for any accident or injury to any person or their property.

13) The waiting list shall consist of the applicants having paid the initiation fee to the Corporation. The waiting list will be maintained chronologically by date of application. However, applicants on the waiting list who would be considered residents as defined in paragraph 1 of this Article VI, shall always be placed ahead of non-resident applicants.

ARTICLE VII

Membership Meetings

1. The Board of Directors shall use reasonable efforts to hold the annual meeting of the Membership on a Saturday or Sunday between September 15 and October 30 of each year at such time and place within five (5) miles of the membership area as the Board of Directors shall designate.
2. A special meeting of the members shall be called by the President on the written request of twenty-five percent (25%) of the members, or by an affirmative vote of a majority of the full Board of Directors, or by the President on the written request of a member suspended or expelled to afford opportunity for appeal; said meeting to be called within fifteen (15) days from receipt of request.
3. At least ten (10) days prior to the date of any annual or special meeting of the membership, the Secretary shall cause notice thereof to be delivered or mailed to each member at the address appearing for such member on the records of the Corporation. The notice shall, in the case of a special meeting, specify the business to be transacted.
4. Twenty-five percent (25%) of the members shall constitute a quorum at any annual or special meeting.
5. Ten (10) days prior to any annual or special meeting, the membership list of the Corporation shall be closed and the list of members eligible to vote shall be made up. A member may vote in person or by proxy designated in writing.
6. The rules contained in Roberts Rules of Order, Revised shall govern the Corporation in all cases to which they are applicable, and in which they are not inconsistent with the by-laws or the special rules of order of the Corporation. Any questions as to the meaning for proper interpretation shall be determined by the Board of Directors.

ARTICLE VIII

Committees

1. The President shall appoint such standing and special committees as may be deemed necessary, subject to the approval of the Board of Directors.
2. All committees shall be under the supervision of the President, subject to the authority delegated by the Board of Directors.

ARTICLE IX

Fees and Dues

1. An application fee, the amount to be determined by the Board of Directors, shall be submitted with each application for membership or application for transfer of Certificate of Membership. The application fee shall be refundable only if election to membership fails. In addition, an initiation fee, in an amount to be determined by the Board of Directors, is to be paid by the new member upon acceptance to the club. The initiation fee shall be non-refundable.
2. Each Member (a family constitutes a Member), upon election by the Board of Directors, will be required to purchase a Certificate of Membership. The cost of said Certificate shall be One Thousand, Three Hundred and Fifty Dollars ($1,350.00) and shall be paid to the Corporation within thirty (30) days after notification of election, except that the Board of Directors may, at its option, provide for a deferred payment plan.
3. In the event of dissolution of the Corporation in any manner or for any cause, and in no other event, upon the effective date of dissolution of the Corporation, Certificates of Membership shall be a lien upon the proceeds of the sale of the property of the Corporation after the payment of all of its just debts and obligations to the extent of the then value of Certificates as fixed by these by-laws, subject to set off of all debts, dues, and obligations owed by the holder of Certificates. After payment of all Certificates outstanding upon the effective date of dissolution of the Corporation, the remaining shall be distributed as provided by the Members at a special meeting, in accordance with the Georgia Nonprofit Corporation Code.
4. Upon cessation of Membership for any cause, all indebtedness owing to the Corporation by a Member shall be a lien upon and charged against his Certificate, and the Certificate may be taken over by the Corporation to satisfy such indebtedness. In the event the Corporation being unable to obtain possession of said Certificate, it may be canceled on the books of the Corporation, and anew Certificate issued in place thereof to a newly elected Member on payment to the Corporation of the then value of a Certificate as fixed by these by-laws. In case of the enforcement of a lien, as above herein provided, neither the signature of the holder nor the delivery of the Certificate shall be requisite to perfect the transfer to the Corporation, or to a new possessor, and the Treasurer of the Corporation is hereby authorized to make such a transfer. Every Certificate issued is expressly subject to the provisions of this section.
5. Members shall be responsible for the payment of all charges or liabilities that may be imposed or incurred by members of his family to whom the privileges of the Corporation shall have been extended, and for all charges and liabilities incurred by his guest.
6. The Board of Directors shall, each year, at a meeting following the annual membership meeting, establish the annual dues for the following year. Senior membership dues shall be fifty percent (50%) of annual dues. The Board may provide for pro rata dues for new members elected after February 1. Annual dues for members (a family constituting a member) shall be sufficient to provide the necessary maintenance expenses of the Corporation and the improvement of its property, and the amortization of any debts, and such dues shall be payable by February 1 of each year. Nonpayment of dues by the required date may result in penalty, suspension or expulsion of a membership. Said dues shall be for fiscal year February 1 to January 31 of the following year. No dues or part of annual dues shall be refunded in the event that the Corporation or pool operators are required to be suspended for any period. Dues may be refunded on a pro rata basis to a withdrawing member when total active memberships are at the maximum level, a new member is available to immediately assume membership, and total dues of new and withdrawing member equals established dues
7. There shall be no assessments levied against the member except by an affirmative vote of two-thirds (2/3) of those members present at any annual or special meeting.
8. The Board of Directors shall establish any admission or use fees to be charged for guests or members using the Corporation facilities. The Board may waive such fees for any special events or programs and set a fee for any special use of the facilities.
9. All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State and other governmental bodies or agencies.

ARTICLE X

Indemnification of Directors

1. Each person who acts as a Director or Officer of the Corporation shall be indemnified by the Corporation against expenses actually and necessarily incurred by him on behalf of the Corporation, or incurred in connection with the defense of any action, suit or proceeding in which he is made a party by reason of his being or having been a Director or Officer, except in relation to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties. The right of indemnification shall inure to each Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his death, shall extend to his legal representative.

ARTICLE XI

Amendments to the By-laws

1. These by-laws may be amended by a two-thirds (2/3) vote of the active members present in person or represented by proxy, at any meeting of the Corporation provided at least ten (10) days notice of such proposed amendment by mail shall be given the members prior such meeting.

ARTICLE XII

Certificate of Membership

1. Each Member, after paying the required fees and dues, shall be entitled to demand and receive from the Corporation a Certificate of membership. Each Certificate shall be signed by the President and Vice President of the Corporation and shall have affixed thereto the Seal of the Corporation. The person registered on the books of the Corporation as the owner of such Certificate shall be entitled to all the rights of ownership with respect to such Certificate, and it shall be the duty of each Member to notify the Corporation of his post office address, and of any changes in such address.

ARTICLE XIII

The Seal

1. The Seal of the Corporation shall be in circular form and shall have inscribed thereon the words, MILL GLEN SWIM CLUB, INC., GEORGIA and the word, SEAL.