BY-LAWS OF THE WALNUT HEIGHTS SWIM CLUB

A Non-profit Corporation

(Hereinafter referred to as the Corporation)

(As revised February 2010)

1. PURPOSES

The purpose of this Corporation is to operate, maintain, and construct for use of members of the Corporation, their families and guests, a swimming pool or pools, and such other related recreational facilities as the membership may decide upon and funds allow.

2. MEMBERSHIP

2.1 This club shall be composed of an authorized membership not to exceed one-hundred-seventy-fifty except as otherwise provided.

2.2 The occupants of any residence whose property has a mutual boundary with the club's property shall be eligible for membership in the club at any time, even if the membership is at the limit set by Section 2.1.

2.3 All applicants for membership must be approved by a majority of the Board of Directors. All applicants for membership over and above the number set by the current membership shall be placed in numerical order upon a waiting list in the order of receipt of application.

2.4 If a member desires to sell his membership, he shall first offer it for sale to the Corporation at a price not to exceed the current amount of the membership fee except as provided in Article 3.1. In the event the Corporation fails to purchase said membership within thirty (30) days, the member may then sell his membership subject to approval of the purchaser by the Board of Directors. Upon failing to find a purchaser approved by the Board, the selling member shall then either retain his membership or return it to the Corporation for holding until an approved purchaser can be found.

2.5 Membership shall not be subject to attachment, garnishment, execution: shall not be an asset of the debtor in the event of bankruptcy or assignment of creditors. Upon any of the foregoing conditions, or any other involuntary transfer, membership shall automatically revert to the Corporation or assignee, shall have no right, title or interest therein. However, in the event of the foregoing, the Corporation shall pay to the former member a sum of money not to exceed the current membership fee.

2.6 Upon the death of a member, his membership shall automatically revert to the Corporation and shall not become an asset of his estate. Nevertheless, the Corporation shall pay to the representative of the deceased a sum not to exceed the current membership fee. In the case of a membership owned jointly by husband and wife or by joint owners, it shall be considered as being held in joint tenancy. The death of either spouse or joint owner shall not prejudice the ownership thereof by surviving party.

2.7 Any member may be expelled by a 2/3 majority vote of the total membership at a duly constituted meeting as set forth in Article 7.2 for any act of misconduct deemed by the membership to be detrimental to the best interest of the organization; provided that said membership shall offer the member reasonable notice in writing and an opportunity to be heard before a membership meeting (or before the Board of Directors, if he prefers) before any action is taken by the membership. In the event of such expulsion, the expelled member shall receive a sum not to exceed the current purchase price of a membership fee and a prorated amount of the current operating fees.

2.8 A member shall be deemed to be in good standing if he is current with all his Corporation obligations.

3. MEMBERSHIP, ASSESSMENTS, AND OPERATING FEES

3.1 Upon completion of the pools and allied facilities, all membership fees shall be valued at four-hundred-twenty dollars ($420.00) plus a membership's share of any additional money expended or set aside for capital improvements, and a prorated amount of the current annual operating fees.

3.2 The Board of Directors shall review annually and shall recommend to the membership at the annual meeting or a special meeting, whether they believe any change should be made in the value of the membership fees after taking into consideration such factors as capital improvements, changes in real estate values, and changes in total authorized memberships. The board is authorized to raise dues by up to 5% annually commencing in 2004 without additional approval from the membership.

3.3 Membership fees, operating fees, assessment for capital improvements and any amendment or repeal of this Article shall be approved by not less than forty (40%) percent of the registered members in good standing only at a duly constituted meeting or as provided in Article 7.

4. ELECTION OF DIRECTORS

4.1 The Board of Directors shall consist of seven (7) and be elected from members in good standing by ballot of the membership at the regular annual meeting. If a quorum is not present at the regular annual meeting, balloting for officers may be handled by mail under the management of the Board of Directors. If it is necessary that the voting be conducted by mail, the Secretary shall have prepared and mailed to each member in good standing, a ballot carrying the names of each candidate including a blank line for a write-in candidate of each vacant office, plus a stamped self-addressed envelope for return of the ballot. All ballots must be returned to the Secretary by 6:00 p.m. on the seventh day following the mailing date excluding Sundays and Holidays.

4.2 Four (4) new Directors will be elected each year and the newly elected Directors shall take office on 1 October or no later than the 20th day following their election if by mail. Three of the newly elected Directors will serve for two (2) consecutive years and the Membership Chairman for on (1) year as set forth in Article 5, ORGANIZATION OF THE BOARD OF DIRECTORS.

4.3 Prior to July 1, in the year a President is to be elected, the Board shall have the authority to elect one of the members of the current Board as President, to complete the second year of his term. If the president is not elected from the current Board, the nominating committee shall select a candidate for President who has either served as Director or been a member of the Corporation at least three (3) years.

4.4 In the event a vacancy shall occur on the Board of Directors for any reason other than the expiration of a regular term, then such vacancy shall be filled by appointment by the remaining Directors from the members in good standing, and the person selected shall hold office for the remainder of the vacated term.

5. ORGANIZATION OF THE BOARD OF DIRECTORS

Office Term

a.    President 2 years

b.    Vice-President (Recreation Chairman) 2 years

c.    Secretary 2 years

d.   Treasurer 2 years

e.    Pool Maintenance Chairman 2 years

f.     Ground Maintenance Chairman 2 years

g.   Membership Chairman 1 year

6. DUTIES AND POWERS OF OFFICERS AND DIRECTORS

6.1 The Officers and Directors shall each have the authority and duties customarily associated with his office, together with such other authority and duties as shall be delegated to, placed upon them by the membership, without limiting the generality of the foregoing.

6.11 The President shall preside over all meetings of members and the Board of Directors, shall sign together with the Secretary all contracts and other instruments which have first been approved by the Board of Directors, may call special meetings of the members of the Board of Directors and, subject to the will of the membership, generally shall direct the affairs of the Corporation.

6.12 The Vice-President (Recreation Chairman) in the absence of or inability or refusal of the President to act, shall exercise all authority and perform all duties granted to or enjoined upon the President by law or by these By-Laws. He shall be Chairman of the Recreation Committee and subject to the Board's direction, he shall be responsible for the hiring, performance, and replacement of a qualified lifeguard-coach employee for the swim club. He shall have the primary responsibility to supervise the work of the lifeguard-coach. He is further responsible for the organization of the club's social function.

6.13 The Secretary shall keep a record of all proceedings of the Board of Directors and of the membership meetings, shall serve all notices required by law or by these By-Laws, and shall sign together with the President all contracts and other instruments as-designated by the Board of Directors. He shall be custodian of all legal documents of the Corporation such as tax papers, insurance papers, licenses, permits, etc.

6.14 The Treasurer shall:

6.14.1 Keep a proper record of all financial transactions of the Corporation in sufficient detail as may be required to prepare reports of financial standing and statements of operation.

6.14.2 Be the custodian of the funds of the Corporation, depositing all such funds in a bank designated by the Board of Directors.

6.14.3 Effect payments only by check, except for a petty cash fund not to exceed twenty-five dollars ($25.00) of all obligations which have been approved by the Board of Directors. All checks of five hundred dollars ($500.00) or more shall require the signature of the Treasurer and any one of the following officers: President, Vice-President or Secretary. In the absence, inability, or refusal to act of the Treasurer, any two of the remaining authorized officers shall have the power to co-sign checks without regard to dollar amount.

6.14.4 Make a report of the Corporation's financial standing at all membership meetings and submit this report in writing to the Secretary to be entered into the minutes.

6.14.5 Make an annual report after audit for the fiscal year of the Corporation's financial standing and submit it at the annual membership meeting.

6.14.6 Prepare all Corporation tax data and return with proper federal, state and local authorities.

6.14.7 Notify Membership Committee of all members not in good standing.

6.15 The Membership Chairman shall maintain the list of potential members, inform new members of their privileges and responsibilities, and other related work for the good of the membership.

6.16 The Pool Maintenance Chairman shall be responsible for the planning and supervision of the pool maintenance program and workers.

6.17 The Grounds Maintenance Chairman shall be responsible for the planning and supervision of grounds maintenance and workers.

6.2 Powers and Responsibilities of the Board of Directors

6.2.1 The Board of Directors shall exercise all of the corporate powers of this Corporation, and all necessary and proper powers relating thereto; and conduct the business of the Corporation, provided that any action taken by the Board of Directors shall be consistent with these By-Laws and with existing resolutions of the membership.

6.2.2 The Board shall enforce (as established by the membership) rules of conduct and safety and shall take such action as necessary.

6.3 Meetings of the Board of Directors

6.3.1 Regular meetings shall be held, at least once every three (3) months on the call of the President, and he shall call special meetings within fifteen (15) days upon request of any three (3) Directors. Notice of any special meeting shall be given to each Director by the Secretary, by telephone or mail, at least three (3) days prior the date set for the special meeting and ten (10) days prior to regular meetings.

6.3.2 A majority of the members of the Board of Directors shall constitute a quorum for the purpose of any Director's meetings, and if less than a quorum is present, the meeting shall have authority only to adjourn from day to day or until such time as the Directors present may deem proper.

6.4 Indemnification of Officers and Directors

6.4.1 (a) For the purposes of these By-Laws, "agent" means any person who is or was a director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

6.4.1 (b) For the purposes of the By-Laws, "proceeding" means any threatened, pending or completed action or proceeding whether civil, criminal, administrative or investigative; and "expenses" included without limiting attorneys’ fees and any expenses of establishing a right to indemnification.

6.4.2 (a) The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the Corporation to procure a judgment in its favor) by reason of the fact at that person is or was an agent of the Corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with that proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in the best interest of the Corporation and, in the cause of a criminal proceeding, had not reasonable cause to believe the conduct of that person was unlawful. The termination of any proceeding by judgment, order settlement, conviction or on plea of nolo contendere or it equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner that the person reasonably believed to be in the best interest of the Corporation or that the person had reasonable cause to believe was unlawful.

6.4.2 (b) The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the Corporation, against expenses actually and reasonably incurred by the person in connection with the defense or settlement of that action if that person acted in good faith, in manner the person believed to be in the best interest of the corporation and its shareholder. Not indemnification shall be made for any of the following: (1) Any claim, issue or matter for which any person has been adjudged Corporation and hit shareholders, unless and only to the extent that the court where the proceeding was or is pending determines on application that, in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses, and then only to the extent that the court determines; (2) Amounts paid in settling or otherwise disposing of a threatened for pending action, with or without court approval; or (3) Expenses incurred in defending a threatened or pending action that his settled or otherwise disposed of without court approval

6.4.3 To the extent that an agent of this Corporation has been successful on the merits in the defense of any proceeding in defense of any claim, issue or matter specified in that paragraph, the agent will be indemnified against expenses actually and reasonably incurred by the agent in connection with the matter.

6.4.4 It is the policy of the Walnut Heights Swim Club to indemnify its officers, directors and agents to the full extent permitted by law.

6. MEETING OF THE MEMBERSHIP

7.1 A regular annual meeting of the members of the Corporation shall be held between the first Saturday following Labor Day and October 1st of each calendar year, at such date, hour, and place as shall be designated by the Board of Directors. Notice of said meeting shall be given at least the (10) days prior thereto, by mail.

7.2 Special meetings of members may be called by the Board of Directors, by the President or the President shall call a meeting upon the written request to the President of at least fifteen (15%) percent of the members in good standing. A special membership meeting must be called by the President within fifteen (15) days after he shall have received proper written request. However special meetings may not be requested by the membership within forty-five (45) days of the annual membership meeting. A written request shall set forth the purpose for the meeting. Only such matters as referred to in the request shall be considered at the special membership meeting. Notice of time, place and purpose of a special membership meeting shall be given at least ten (10) days prior the meeting, by mail, phone or otherwise.

7.3 Not less than thirty (30%) percent of the membership in good standing shall constitute a quorum at any meeting of the members.

7.4 Written Ballots

7.4.1 Unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. Such ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of any proposal, and provide a reasonable time within which to return the ballot to the corporation.

7.4.2 Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot on or before the time the ballot must be returned equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required for approval of such action as specified in the By-laws. Ballots shall be solicited in a manner consistent with the requirements of subdivision (b) of Section 7.4. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for the election of directors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted. Such solicitations must be sent out to the membership at least ten working days prior to the specified return date.

7. COMMITTEES

8.1 Nominating Committee shall be appointed by the Board of Directors, and will consist of two (2) of the retiring Board members and three (3) from the general membership. The Nominating Committee shall present to the membership at least fifteen (15) days before the annual meeting, a slate of candidates for the directorships as designated in Section 4.2 and 4.3 of these By-Laws. Additional nominations may be made from the floor at the general meeting. No member may be nominated for election to a directorship unless he is present at the meeting or written consent has been obtained prior to said meeting.

8.2 An Auditing Committee shall be appointed by the Board of Directors as deemed necessary or if requested in writing by not less than 15 (15%) percent of the membership in good standing.

8. RECORDS

The records of this Corporation shall consist of its Articles, these By-Laws, complete minutes of all meetings of the members and Board of Directors, a roll of the members, statements completely reflecting the financial affairs of the Corporation, rules of conduct and safety, and such other records as may be designated from time to time by the Board of Directors. All of said records shall be opened to the inspection of any member of the Corporation at any reasonable time.

9. PRINCIPLES AND PRACTICES

The organization shall be cooperative and the following principles shall be observed:

10.1 Democratic principles shall govern. Each membership in good standing shall be entitled to one (1) vote at the membership meetings as herein provided. No proxy voting shall be permitted, unless otherwise specifically provided in these By-Laws; all Business, Elections of Amendments to these By-Laws will be conducted only at duly constituted meetings of the membership or as provided Article 7.

10.2 The organization shall be neutral with respect to race, religion, and politics.

10.3 All meetings of this Corporation shall be conducted under Roberts Rules of Order, except as otherwise provided herein.

10.4 No alcoholic beverages are permitted on the premises with the exception of special events that have been approved by the Board of Directors. The sale of alcohol on the premises is not permitted.

10. AMENDMENTS

These By-Laws or any part thereof, except as stated in Articles 3.3, 7.4 and 10.4 may be adopted, amended or repealed by not less than thirty (30%) percent of the registered members in good standing, only at a duly constituted meeting of the memberships as provided in Article 7. Any member may propose an amendment or repeal of any part of these By-Laws. Such proposal shall be presented in writing to the Board of Directors and shall set forth the precise change proposed. A special meeting shall be called to consider the proposal provided that the member complies with the requirements of Article 7.2.

11. DISSOLUTION

In the event of the dissolution of the Corporation, the Board of Directors at the date of such dissolution, shall divide all the net assets of the Corporation equally among the members in good standing on that date: subject only to outstanding debts and contractual obligations.