This Club is organized for the purpose of providing to its members and their families, healthful group recreational activities with a particular emphasis on swimming facilities; and to this end this Club object is to purchase suitable real estate in the Town of North Attleboro and cause the construction of a club-house, swimming pool and such other recreational facilities as may be consistent therewith. It is the intention of the incorporators and members of said Club in adopting these by-laws to bring the Club within the operation of Section 4243 © of the Internal Revenue Code of 1954, the provisions of which are incorporated herein and by reference thereto are made a part thereof.

ARTICLE III

GOVERNMENT

Section 1. The Club shall be managed by a Board of Governors composed of fifteen (15) members.

Section 2. At each annual meeting of the active members of the Club, five (5) governors shall be elected from among the active members for a term of three (3) years and shall serve until their successors shall have been chosen; provided, however, that at the annual meeting held in January, six (6) new governors shall be elected in addition to the three governors whose term shall have expired and of the new governors, two shall be elected to serve for a term of three (3) years, two for the term of two (2) years, and two for the term of one (1) year. As to the three (3) governors whose terms shall have expired in January of that year, their successors as elected at said annual meeting shall serve for a term of three (3) years as provided in Article III, Section 2 of the by-laws prior to this amendment.

Section 3. Any member of the Board of Governors who shall cease to hold Active Membership in the Club automatically shall cease to be a member of the Board of Governors.

Section 4. Any member of the Board of Governors who fails to attend at least 60% of regular and special meetings of the Board in any year of his term, may have his membership thereon vacated, if in the discretion of the remaining members of the Board it is determined that such absences are not reasonable and necessary.

ARTICLE IV

BOARD OF GOVERNORS

Section 1. Consistent with these by-laws the Board of Governors shall:

(a) Transact all Club business and make and amend rules for the regulation use of the Club property. It may appoint and remove such officers, clerks, agents, servants or employees as it may deem necessary and may fix their duties and compensations.

(b) Elect members

(d) Elect from the Board of Governors, a president, a vice-president, a secretary, and a treasurer, all of whom serve without compensation.

(e) If necessary, create the offices of assistant secretary and assistant treasurer and appoint one or more persons, who need not be members of the club, to such offices.

(f) Constitute and appoint committees and define the powers and duties of the same.

(g) Fill any vacancy in the membership of the Board of Governors to serve until the next annual meeting of Active Members.

Section 2. The Board of Governors shall designate the bank or banks in which the funds of the Club shall be deposited and determine the manner in which checks, drafts and other instruments for the payment of funds of the Club shall be executed. The Board of Governors shall always designate the treasurer or assistant treasurer, both to be bonded, to sign all checks. The assistant treasurer shall sign all checks under $1,000; both parties signatures are required in amounts over $1,000 and up to $5,000; and the signatures of the President and Treasurer are required for amounts over $5,000.

Section 3. The Board of Governors may, without membership approval, authorize borrowing, in a sum or sums not to exceed a total outstanding liability of $50,000.00 in any single year, exclusive of the amounts originally borrowed to finance the construction of the Club facilities. Any person, firm or corporation lending money to the club shall be entitled to rely on the certificate of the treasurer as to the amount of indebtedness outstanding.

Section 4. The Board of Governors shall cause the books of the Club to be audited annually by auditors selected by the Governors and the report of the auditors shall be available to the members at all times.

Section 5.

(a) The Board of Governors shall meet at least once a month and at such other times and intervals as they may deem necessary.

(b) A majority of members of the Board then in office shall constitute a quorum.

ARTICLE V

OFFICERS

Section 1. The officers of this Club shall be president, vice-president, secretary, treasurer and if deemed necessary by the Board of Governors, an assistant treasurer and an assistant secretary. The president, vice-president, secretary and treasurer shall be elected annually by the Board of Governors from among its members and shall hold office until the end of the first meeting of the Board of Governors following the Annual Meeting of the Club. The assistant secretary and the assistant treasurer shall be appointed by the Board of Governors and hold office at its pleasure.

Section 2. The president shall preside at the meetings of the Club and of the Board of Governors. He shall be administrative officer of the Club. He shall appoint, subject to confirmation by the Board of Governors, all standing committees, designating the Chairman thereof, and all special committees as may be directed. He shall be, ex-officio, a member of all committees.

Section 3. The vice-president in the absence or disability of the president, shall act in his stead. He shall be, ex-officio, a member of all committees.

Section 4. The secretary shall keep the minutes. He shall send out the notices of the meetings of the Club and of the Board of Governors and attend to the Correspondence pertaining to his office. He shall perform such other duties pertaining to this office as may be asked of him by the Board of Governors.

Section 5.

(a) The treasurer shall attend to keeping the accounts of the Club, collecting its revenues, and paying its bills as approved by the Board of Governors, or other agency authorized by the Board to incur them. He shall deposit funds of the club received by him, in the name of the club in such depository as may be authorized by the Board. He shall perform such other duties pertaining to his office as may be asked of him by the Board of Governors. He shall be bonded.

(b) Bills and statements for any incurred charges will be rendered at the discretion of the treasurer, but not less than twice a year.

Section 6. The assistant secretary and assistant treasurer shall perform such duties as may be assigned them by the secretary, or treasurer, respectively, or by the Board of Governors.

ARTICLE VI

MEMBERS

Section 1. Membership in the Club shall consist of family units within which there shall be the following classes of members: a) Active, b) Junior, c) Intermediate, d)Adult individual, e) Special. The classification of Special member will be assigned to members at the discretion of the Board of Governors.

Section 2. Active Member – Husband and wife, or head of family. The term "Member" when used in these by-laws shall refer to this classification unless otherwise specified.

Section 3. Junior Member – Any person domiciled in the household of an active member and under 23 years of age.

Section 4. Intermediate Member – Any person domiciled in the household of an active member who has attained his or her 23rd birthday.

Section 5. Adult Individual Member – Adult Individual Members must be 18 years of age or older.

Section 6. Special Member – This designation is assigned certain members at the discretion of the Board of Governors, subject to such conditions as may be imposed by the Board of Governors.

Section 7.

(a) The Board of Governors at the first meeting of the Board after each annual meeting of the Club shall appoint four (4) members of the Club, one of whom shall be chairman, who shall constitute a Membership Committee for the ensuing year. It shall be the duty of this committee to meet from time to time to consider applications for membership in the Club and to recommend to the Board of Governors suitable applications. Candidates for membership must be sponsored and recommended by at least two members.

(b) The Board of Governors shall vote upon the admission to the Club of each applicant recommended by the Membership Committee at their first meeting after receiving such recommendation and shall confer membership only upon those applicants who shall be approved by two-thirds of the members of the Board present. The vote of the Board shall be by ballot or voice.
Section 8. Any member of the Club may withdraw at any time subject to the provisions of Article VII and there shall be no refund of the current year’s dues.

Section 9.

(a) Any member of any class may, for cause and after having been given an opportunity for a hearing, be suspended for a period of not more than three months by a two thirds (2/3) vote of the members of the Board of Governors present at any meeting thereof, or expelled by the vote of seven (7) members of the Board. Cause for suspension, or expulsion shall, in general, consist of violation of these by-laws or of the rules of the Club, or of conduct unbecoming a lady or gentleman.

(b) The Board of Governors may delegate to the Chairman of the appropriate committee as the Board shall designate or to a responsible employee of the Club, the power to suspend certain club privileges for the violation of Club Rules and Regulations provided such suspension does not exceed seven (7) days. A written report of such suspension, containing reasons therefore, shall be submitted to the president within twenty-four (24) hours.

Section 10.

(a) All classes of members of the Club shall be accorded the facilities of the Club subject to the rules and regulations which shall be posed at all times on the Club premises.

(b) The Board of Governors at its discretion may extend the privileges of the Club to any person or persons, subject to such conditions as may be imposed by the Board of Governors, and in conformity to the purposes of this Club as expressed in these by-laws.

(d) Any property of the Club, broken or damaged by a member of any class, or his guest, shall be promptly paid for by such member. No person shall take any article belonging to the Club.

(e) The Club assumes no responsibility, and members or their guests can have no claim against the Club for the property of members of any class, or any guest, which may be brought into or left in the Club buildings, or on the grounds.

(f) The Club assumes no responsibility, and members or their guests can have no claim against the Club, for any accident or injury to any person or their property.

Section 11. The number of memberships of the Club is hereby established at 240. Adult individual membership shall be limited to 5% of the prospected total.

Section 12. The Board of Governors at its discretion may re-elect a member who has resigned (subject to the membership limitation as set forth in Article VI, Section 10) provided such ex-member was in good standing at the time of resignation.

ARTICLE VII

DUES AND FEES

Section 1.

(a) The Board of Governors, at its first meeting after the Annual Meeting of the members, shall establish dues for membership for the ensuing year.

(b) Dues shall be sufficient to provide for the necessary running expenses of the club and the proper maintenance and improvement of its property and shall be payable at the direction of the Board of Governors. Adult Individual dues is established at 60% of the current years dues.

Section 2. All Active Members accepted into membership, as a condition of membership, shall be required to contribute to membership capital; provided, however, that the Board of Governors may from time to time increase the membership capital contribution to be required from each active member.

Section 3. The Board of Governors may fix a non refundable application fee which shall be in addition to any other contribution required as a condition of membership, and which shall not at any time constitute part of membership capital.

Section 4.

(a) Membership capital shall not be transferable.

(b) In the event of termination of membership of an active member for any reason, the time and manner in which such retiring member shall be paid the amount he paid in his membership capital (subject to the provisions of Section 8 hereof), shall be determined by the Board of Governors; provided, however, that the capital contribution of each retiring member shall be redeemed in the chronological order in which the memberships terminate and need not be redeemed prior to the receipt of equivalent capital from incoming active members.

Section 5. In the event of dissolution of the Club in any manner or for any cause, and in no other event, upon the effective date of dissolution of the Club, the claims of members and former members for the redemption of membership capital shall be a lien upon the proceeds of the sale of the property of the club after the payment of all its just debts and obligations to the extent of the ten value of membership capital contributions as fixed by these by-laws, subject to the set-off of all debts, dues and obligations owed by the holder to the Club. After redemption of all membership capital, outstanding upon the effective date of dissolution of the Club, the surplus remaining shall be paid and distributed pro-rata among the then active membership of the Club.

Section 6. Bills are payable in accordance with the terms of payment identified on the Billing Statement. Failure of any member to make payments in accordance with these terms will be reason for termination of membership.

Section 7. Upon cessation of membership for any cause, all indebtedness owing to the Club by a former member shall be a lien upon and charged against his membership capital, and the membership capital account of the former member may be reduced by the Club in the amount necessary to satisfy such indebtedness.

Section 8. Members shall be responsible for the payment of all charges or liabilities that may be imposed upon or incurred by members or their family to whom the privileges of the Club shall have been extended and for all charges and liability imposed upon or incurred by guests introduced by them.

Section 9. All fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State and other Governmental bodies and agencies.

ARTICLE VIII

MEETINGS

Section 1.

(a) The Annual Meeting of the Club shall be held during the month of January in each year at such place and time as the Board of Governors may determine.

(b) The Annual Meeting shall be for the purpose of electing Governors, presenting committee reports, and for the transaction of such other business as may be indicated in the notice or may properly be brought before it.

Section 2. Special Meetings of the Club may be called by the Board of Governors. Also, upon the written request of twenty (20) actual members to the Secretary, stating the purpose therefore, a special meeting shall be called by the Secretary within thirty (30) days.

Section 3.

(a) Notice of the Annual Meeting shall be given by mail to the members at least five (5) days prior thereto. The notice of the Annual Meeting shall include the names of candidates nominated by the Nominating Committee.

(b) Independent nomination may be made as provided by Article IX.

© Special Meetings of the Club may be held on five (5) days notice by mail to all members. The notice shall state the purpose for which the special meeting is called, and no other business shall be transacted thereat.

Section 4.

(a) Only active members shall be entitled to vote at meetings of the Club. Voting may be by viva voice but ten (10) members shall have the right to demand voting by roll call.

(b) Unless specified otherwise by these by-laws, all matters including the election of the Board of Governors shall be decided by a majority vote. Section 5. Twenty-five active members present, in person, shall constitute a quorum at all Club meetings.

Section 6. Whenever in these by-laws notice to members is required, the mailing of such notices to the last known address of the members shall constitute notice.

Section 7.

(a) The Board of Governors shall hold its first meeting following the Annual Meeting of the members in each year as promptly as practical.

(b) The Board of Governors may, by resolution, establish from time to time a schedule of its meetings and rules for the conduct thereof.

(d) Notice of the regular monthly and special board meetings shall be mailed to each member of the Board at least five (5) days before the date of the meeting.

ARTICLE IX

NOMINATIONS

Section 1.

(a) There shall be a nomination committee to be composed of five (5) members of the Club. Three (3) members shall be elected at the Annual Meeting of the Club; and nominations for service on this committee may be made from the floor without prior notice; the other two (2) shall be elected by the Board of Governors, from among the Governors whose term of office shall not expire at the ensuing Annual Meeting of the Club. A vacancy occurring among the three members chosen by the Club shall be filled by the remaining members so chosen. In the event that all members of the nominating committee selected by the members shall be unable to serve, the secretary may call a special meeting of the membership for the purpose of filling these vacancies. A vacancy occurring among the two (2) members chosen by the Governors shall be filled by the Governors, except that the Board of Governors shall appoint the first nominating committee that shall report to the first Annual Meeting.

(b) The nominating committee shall nominate the candidates for the vacancies in the Board of Governors to be filled at the Annual Meeting and three (3) candidates for the next yearÃ¢â‚¬â„¢s nominating committee; and shall report such nominations to the Secretary on or before December 15th. Section 2. Independent nominations other than nominations for service on the nominating committee of candidates for election at the Annual Meeting shall be made by a letter, signed by fifteen (15) members, and delivered to the secretary at least fifteen (15) days before the Annual Meeting. The secretary shall give notice thereof to all the members entitled to vote at least five (5) days before the Annual Meeting.

Section 3. Nominations may be made from the floor at the Annual Meeting, to fill vacancies whenever candidates have not been nominated by the nominating committee, but not otherwise.

ARTICLE X

COMMITTEES

Section 1.

(a) The standing committees shall be Pool, Grounds, House, Entertainment, Tennis, Recreation, Membership, Publicity, Finance, Rules, Nominating, and By-Laws and any other committee the Board may appoint.

(b) The duties and powers assigned in these by-laws to the standing committees shall be subject to the authority of the Board of Governors.

Section 2 The Membership Committee, in accordance with Article VI, Section 6, shall investigate and report to the Board of Governors upon the desirability of applicants for membership.

Section 3. The Publicity Committee shall attend to the publication of affairs of the Club which are of public interest.

Section 4. The Finance Committee shall prepare the annual budget for submission to and approval of the Board of Governors; and shall exercise general supervision over the financial transactions of the Club.

Section 5. The Board of Governors shall consult with the chairman of the appropriate committees in the establishment of rules regulating the use of particular Club facilities.

Section 6. The Nominating Committee, in accordance with Article IX, Section 1, shall nominate candidates for the Board of Governors, including in their list of nominations for the Board of Governors the name of the retiring president. The Nominating Committee, in accordance with Article IX, Section 1, shall nominate candidates for the Nominating Committee for the succeeding year.

ARTICLE XI

MISCELLANEOUS

Section 1.

(a) Each person who acts as a Governor or officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him 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 Governor or officer of the Club, 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, and expect any sum paid for the Club in settlement of an action, suit, or preceding based on gross negligence or willful misconduct in performance of his duty or duties.

(b) The right of indemnification provided herein shall insure each Governor and officer referred to in Section 1(a), whether or not he is such Governor 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 representatives.

Section 2. Any question as to the meaning or proper interpretation of these by-laws shall be determined by the Board of Governors.

Section 3. Whenever mention is made herein as to the age of members, it shall be the age attained as of July 1st of the current year.

Section 4. Voting at any meeting of the Club must be in person; provided, however, the active members only shall be entitled to vote, and that there shall be only one vote for each family unit membership, whether such membership includes a husband and wife, head of a family, or a single individual.

Section 5. These by-laws may be amended by a two-thirds vote of the active members present, in person, at any meeting of the Club provided at least five (5) days notice of such amendment by mail shall be given to each member.