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Code of Regulations of Tecumseh Woods, Incorporated

Article I- NAME
The name of this  organization shall be Tecumseh Woods.

Article II - OBJECTS
The purpose for which this organization is formed is to promote the health and general welfare of its members, and in pursuance thereof  to construct, own and operate a recreation area including a swimming pool, together with such incidental objects as are appropriate in the conduct of its  activities.

Article III - MEMBERSHIP
Section 1. The membership of this organization shall consist of the following classes: (a) Annual Member (b) Life Member (c) Inactive Life Member. Each member shall consist of a family unit made up of a husband and wife, or head of a family, and any unmarried dependents living in the household
of said family unit; the Board of Trustees shall have the sole power to  determine the status of dependents under this section.

Section 2.
An Annual Member shall be one who has been elected to such membership by the Board of Trustees; an Annual Member shall have activity privileges, and shall be required to pay dues per Article VII.

Section 3.
A Life Member shall be one who has been elected to such membership by the Board of Trustees; a Life Member shall have voting privileges and activity privileges and shall be required to pay a membership fee, dues and any assessments per Article VII.

Section 4.
An Inactive Life Member shall be one who shall have been a Life Member and who shall have been transferred, upon his own request from life membership to membership in this class; an Inactive Life Member shall have voting privileges, but shall be required to pay reduced dues per Article VII.  Request for inactive status shall take effect as of the April 15th following receipt of the request.

Section 5.
(a) Membership shall be non-transferrable, except that a Life Member may with approval of the Board of Trustees, transfer to his son or daughter, such membership, without regard to any existing application for membership. Any such transfers must be accompanied by the difference, if any, between the membership fee in effect at the time application is made and the membership fee paid by the transferring member.
(b) The membership chairman of the Board of Trustees shall keep a waiting list of prospective members.
(c) A life member who has withdrawn in accordance with the Code of Regulations and Rules may be given immediate preference as to repayment of the life membership fee if no one on the waiting list wishes to apply for the Life Membership and:
1. He secures a request for  application for a life membership from a prospective member;
2. Such new life  member is accepted by the Board of Trustees;
3. The membership fee of such  new life member is tendered with the application; and
4. The Board of  Trustees is satisfied that the transaction is bona fide in that such new life  member has been obtained by the withdrawing life member. Any advertising of any nature by anyone, whether identified or not, shall be considered immediate cause for the termination of this policy as to all withdrawing members.

Section  6.
Members who have notified the Board of Trustees in writing of their withdrawal shall have no activity or voting privileges, and shall not be  required to pay any annual dues or assessments levied after their  withdrawal.

Article IV - BOARD OF TRUSTEES
Section 1. The management of this organization shall reside in a Board of Trustees consisting of nine (9) Life Members. Only 2  positions, Treasurer and Membership Chairperson, shall receive remuneration in the amount equal to one season's annual dues per year. If an officer is removed  from the position of Treasurer or Membership Chairperson, the compensation shall be pro-rated for the portion of the year for which they served, and the remaining dues shall be paid before swimming privileges are granted.

Section 2. (a) At each Annual Meeting three (3) trustees shall be elected to serve for a term of three (3) years and until their successors shall have been chosen. If more than three (3) trustees are to be elected as per Section 2.(d), the three candidates receiving the most votes shall be elected for the longest  terms and the candidates receiving the next greatest number of votes shall fill the next longest terms.

(b) On or before January 1 of each year, the President of the Board of Trustees shall appoint three (3) Life Members, none of which shall be members of the Board of Trustees, who shall comprise the nominating committee. The nominating committee shall nominate a ticket of at least two (2)  Life Members for each seat on the Board of Trustees to be filled at the next  annual election, and on or before the first day of March immediately thereafter,  shall present a written report of its nominations to the Secretary who shall  thereafter cause the same to be printed in the newsletter of this organization.   Life Members, in good standing, not less than five (5) in number, on or before April 1 preceding the election may nominate other candidates for the Board of Trustees. Such nominations shall be in writing signed by the Life Members making the same, and shall be placed in the hands of the Secretary. In the event any nominee withdraws from the organization following his nomination and before the annual meeting, the Board of Trustees shall have the authority to substitute another name.  After all candidates have been nominated, the Board of Trustees shall cause their names to be placed on one ticket. The ticket, a statement of the number of Trustees to be elected and an unstamped envelope, addressed to the Secretary and  marked "Ballot", shall be sent to each member at least ten (10) days prior to  the election. Each member voting shall place an "X" opposite the name of each candidate for whom he votes and shall mail the same, postage prepaid, to the Secretary, sealed in the envelope so provided, or shall deposit the same in  person, or by another Life Member prior to the Annual Meeting. At the time of the Annual Meeting, the Secretary shall deliver the ballots to the Inspectors of  the Election appointed by the Board of Trustees to be opened by said inspectors  and counted.  The method set forth  above for the nomination of candidates and election of Trustees shall be  exclusive, provided that if after the time of the election, for any reason,  there are not sufficient Trustees elected to fill the seats on the Board of  Trustees to be filled at the election, then nominations for the vacancy or  vacancies shall be received from the floor at the Annual Meeting and the  election shall be by the votes of the members present in person.

(c) Any  Trustee who shall cease to hold a membership in the organization, or who becomes  an Inactive Member, shall automatically cease to be a member of the Board of  Trustees.

(d) Vacancies in the Board of Trustees shall be temporarily  filled by a majority vote of the remaining Trustees; the Trustee elected to fill  such vacancy shall serve until the next Annual Meeting of the members, at which  time any unexpired portion of such term shall be filled by vote of members with  such election being held in accordance with Section 2 (a).

Section 3.
(a) The Board of Trustees shall meet at least once each month during the months  of March to September, inclusively, and at such other times as they may deem necessary; the organizational meeting of the Board of Trustees shall be held  within thirty (30) days following the Annual Meeting of the organization. 

(b) Trustees shall be notified at least five (5) days before the date of  each meeting of the Board of Trustees, unless such notice is waived by the  ndividual Trustee or Trustees.

Section 4. Five (5) members of the Board  shall constitute a quorum.

Section 5. The Board of Trustees shall have the power to make rules and take such action not inconsistent with this Code of  Regulations or contrary to law, as in its judgment may be necessary or desirable for the welfare of the organization.

Section 6. (a) The Board of  Trustees may, at their discretion, refund the membership fee of any prior Life  Member whose membership has been terminated; but if the total number of Life  Members and Inactive Life Members equals the Authorized Life Membership, then the membership fee of such prior Life Member shall be refunded; such membership fees shall be refunded in the same order in which the memberships of said Life Members were terminated.

(b) Any indebtedness owed to the organization by the prior member shall be deducted from any refund made under this section. 

Section 7. The Board of Trustees shall make a detailed annual written financial report, prepared by a Certified Public Accountant, to  the membership at the Annual Meeting of Members.

Section 8. The  Board of Trustees shall not expend cash and incur obligations in excess of  $25,000.00 for capital improvements during the periods between consecutive  Annual Meetings of Members, without the express approval of a majority of the  members.

Section 9. Any one or more members of the Board of Trustees may  be removed from office by a three-fourths (3/4) vote of members present in
person or represented by written proxy at any special meeting of the  organization.

Article V - OFFICERS
Section 1. The officers of this organization shall be a president, a vice president, a secretary and a  treasurer, and such other officers as, in the discretion of the Board of Trustees, are deemed necessary or appropriate; the officers shall be elected  annually by the Board of Trustees from the among the Trustees, and shall hold  office until the election of their successors at the first meeting of the Board  of Trustees following the Annual Meeting of Members.

Section 2. The president shall preside at the meetings of the organization and of the Board of  Trustees; he shall appoint, subject to confirmation by the Board of Trustees, all standing committees and chairmen 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 case of absence or disability of the  president, shall act in his stead.

Section 4. The secretary shall send  out notices of the meetings of the organization, keep the minutes of such  meetings, conduct correspondence pertaining to his office, and perform such  other duties pertaining to his office as may be requested of him by the  Board of Trustees; in case of absence or disability of the president and vice president, he shall act for the president.

Section 5. The treasurer shall attend to keeping the accounts of the organization, collecting its  revenues, and paying its debts as approved by the Board of Trustees or other  agency authorized by the Board to incur such debts; he shall perform such other  duties pertaining to his office as may be requested of him by the Board of T rustees; he shall be bonded; he shall have authority, with approval of the Board of Trustees, to appoint an Assistant Treasurer who is to be a Certified Public Accountant.

Article VI  - ELECTION, SUSPENSION AND TERMINATION OF MEMBERSHIP
Section 1. With the  exception of the initial life membership of 350 families and except for the  election of Life Members under the provisions of Section 2 of this article, membership shall be conferred only by approval of the Board of Trustees, under  the following procedure:
(a) A Membership chairman appointed by the  president shall accept and consider requests for application for membership and  shall refer those to the Board of Trustees for consideration in the order  received; candidates for membership must be families known and recommended by  two (2) members of the organization.

(b) The requests for application  shall be considered and voted upon by the Board of Trustees. If the candidate  receives the approval of three-fourths (3/4) of the Trustees present, the  candidate shall be forthwith entitled to make application for full  membership privileges. Once the application has been received together with all appropriate fees and dues, the applicant shall be entitled to full  membership privileges. 

(c) If a  candidate has been approved for application but there are no available Life  Memberships, the candidate's name shall be added to the bottom of the waiting  list. When a Life Membership becomes available it shall be offered to the  candidates on the waiting list in order starting at the top. The name of any
candidate on the waiting list who refuses an available Life Membership but  wishes to remain a candidate for membership shall be placed at the bottom of
the waiting list.

d) Following the acceptance of candidates to membership by the Board of Trustees, the membership chairman shall: (1)  during the swimming season when the pool is open, post the names of all such new  applicants on the bulletin board within 48 hours after membership privileges  have been granted, or
2) during the non-swimming season when the pool is  closed, maintain a list of all such new applicants and report the names of such  applicants to the secretary for publication in the newsletter of this  organization at the earliest opportunity thereafter. The membership chairman  shall enter the date posted on each such list as it is placed either at the pool  or in the newsletter.

(e) Following the posting of names of new  applicants as indicated in Section 1.(c) above, there shall be a ten-day period  during which members may make a written objection to the acceptance of the new  applicant. Such objection must be in writing and must be signed by at least  five (5) current active members and must be delivered to the secretary no later  than ten (10) days following the posting of the name or names of new applicants. If written objection is filed and such objection has not been withdrawn,  the applicant shall be voted upon again by the Board of Trustees within seven  (7) days from receipt of such objection and, in order to be accepted, must  receive the approval of at least three-fourths (3/4) of the Trustees present  at a special meeting called to consider such objection.  A rejected  applicant shall be notified by the Secretary in writing of such action within 48  hours whereupon membership privileges shall be terminated. All monies paid by a rejected applicant shall be forthwith refunded.

Section 2. (a) Annual Memberships may only be offered to applicants on the life membership  waiting list, in order in which those applicants were placed upon said list;  acceptance of an Annual Membership shall not affect an applicant's position on said life membership waiting list.
(b) No one may be an Annual Member for more than one season.
(c) An Inactive Life Member shall be reinstated to  Life Membership during any year, upon his request provided such request is made  in writing to the Board of Trustees prior to April 1 of that year. 

Section 3. (a) The "Authorized Life Membership" (including inactive life  memberships) shall be set at three hundred fifty (350).
(b) The number  of Annual Memberships offered in any year shall not exceed the total of the  following: (1) Inactive Life Members; and, (2) withdrawn Life Members who have  not paid annual dues.

Section 4. (a) Any Member may, for cause and after having been given an opportunity for a hearing be suspended for a period not  exceeding two (2) months by a two-thirds (2/3) vote of the members of the Board  of Trustees present at any meeting thereof, or expelled by an affirmative vote  of eight (8) trustees; cause for suspension or expulsion shall in general, consist of violation of this code of regulations or of the rules of the  organization or of conduct unbecoming a lady or gentleman.
(b) The Board  of Trustees  may delegate to one or more designated organization members or  committees, or to a responsible employee of the organization, the power to suspend activity privileges for the violation of organization rules or this  code of regulations, provided such suspension does not exceed seven (7) days;  a written report of such suspension, containing reasons therefor, shall be  submitted to the president within twenty-four (24) hours.

Section 5.
Any member may withdraw at any time by notifying the Board of Trustees in  writing of the desire to withdraw, but refund of the current year's dues shall
be discretionary with the Board of Trustees.

Section 6. The membership  shall be listed on the organizational records in the name of the husband unless  otherwise requested. If a member should die, such membership, subject to the  approval of the Board of Trustees, may be transferred to the deceased member's  surviving spouse, or if there be no spouse, then to one of the persons found to be entitled to such membership in accordance with the laws of inheritance of  Ohio and the orders of the Probate Court in which such deceased member's estate  is administered. In the event of divorce, dissolution, annullment or other  termination of marriage, the membership shall remain listed on the  organizational records in the name designated above unless otherwise ordered by  a court of competent jurisdiction.

Article  VII - DUES, FEES AND ASSESSMENTS
Section 1. The dues for an Annual Member  shall be $350.00 per year unless modified by the Board of Trustees. 

Section 2. (a) The Life Membership fee shall be $450.00. The Board of Trustees  shall review the value of the Lifetime Membership fee at least once each year
and may adjust the value of the Life Membership on the basis of sound,  customary accounting procedures, including any assessments, capital improvements, depreciation and appreciation of assets as may be necessary by  reason of ordinary wear and tear and any changed economic circumstances. Notice of any revaluation of the Life Membership fee shall be given in writing by the  Board of Trustees to the members at least five (5) days prior to any special or
annual meeting. Said revaluation shall be final unless modified by a two-thirds  (2/3) vote of the members present in person or represented by proxy or ballot at any special or annual meeting.

(b) The Board of Trustees shall establish dues for Life Members. In no case shall the dues for Life Members  increase more than the percentage indicated in the general inflation index  published in January of the same year. This percentage must not exceed 5%and  is to be figured using the previous year's annual dues. Additional changes must  be authorized by a two-thirds (2/3) vote of all members present in person or by  proxy at any special or annual meeting provided that at least ten (10) days'  notice of such proposal shall be given by mail to each member.

c) The  Board of Trustees may establish assessments for each year as needed in addition  to the annual dues except that no assessments shall be established for inactive  Life embers; in no case shall assessments exceed $40.00 per active Life Member per year, except when so authorized by a majority vote of all members  present in person or represented by written proxy at any special or annual  meeting provided that ten (10) days' notice of such proposed assessment shall be  given by mail to each member.

Section 3. The dues for an Inactive Life  Member shall be $100.00 per year unless modified by the Board of Trustees. 

Section 4. (a) Any member failing to pay dues, assessments or other indebtedness before April 15th shall be notified by the treasurer that if such  indebtedness shall not be paid within fifteen (15) days, the delinquent member may be suspended by the Board of Trustees; any member thus suspended shall immediately be notified in writing by the secretary of the suspension, and if  the indebtedness shall not be paid within fifteen (15) days after the sending of  such notice, membership in the organization shall be automatically terminated;  provided, however, that the trustees may, at their discretion, reinstate any
such member upon request and payment of all indebtedness to the organization. 

(b) If a member's annual dues (including any assessment) have not  been paid in full by the due date, then the member shall be charged a late fee  of $25.00. The annual dues will be considered paid only when the dues and late fee have been paid in full. If the dues and late fee are not paid in full, then  the membership privileges of the delinquent member shall be subject to  suspension or termination as provided in the Code of Regulations. If a member
withdraws after the late charge has been assessed, the member shall be required  to pay the charge before the Life Membership fee is refunded.

Section 5.  Members shall be responsible for the payment of all charges or liabilities that  may be imposed upon or incurred by them, and for all charges imposed upon or  incurred by their guests to whom the privileges of the organization shall have  been extended.

Section 6. All fees and other charges stated or mentioned  herein are exclusive of taxes imposed by the Federal, State and other  governmental bodies and agencies.

Article  VIII - MEETINGS
Section 1. The annual meeting of members shall be held  during the month of April in each year, at such time and place as the Board of  Trustees shall determine.

Section 2. (a) A special meeting of members  may be called at any time by the Board of Trustees.

(b) Special Meetings  of members shall be called by the secretary within thirty (30) days of written  request for such a meeting made by at least thirty (30) members.

Section  3. (a) Notice of all meetings of members shall be given by mail to all members  at least ten (10) days prior to such meeting; mailing of notice to the last
known address of members shall constitute sufficient notice under this  section.

(b) Notice of a special meeting shall state the purpose for  which the special meeting is called, and no other business shall be transacted
thereat.

Section 4. Members present in person shall constitute a quorum  at any meeting of members.

Section 5. Members may be represented by  written proxy; voting may be viva voce, but a majority of members present  including those represented by proxy can demand and obtain a vote by roll call.


Article IX - SWIM TEAM
Section 1. In accordance with its purposes the organization shall form and  operate a swim team whenever possible.

Section 2. The swim team shall be  operated under the general direction of the parents of the swim team members.  Such parents shall elect officers as necessary to conduct the business affairs  of the swim team.

Section 3. The swim team officers shall prepare a  proposed budget no later than the annual meeting and shall submit said budget to the Board of Trustees for approval prior to the expenditure of any funds. The  swim team shall not spend or obligate funds in excess of the approved budget  without the advance approval of the Board of Trustees.

Section 4. The  swim team officers shall have the responsibility to hire and fire coaches as  necessary, with the prior approval of the Board of Trustees.
The swim  team officers shall be responsible for obtaining a signed contract of employment  from each paid coaching position of the swim team organization. The employment  contract must include all job descriptions and rules of employment, and must be  signed and dated by each individual hired and by the swim team officers. A copy  of each employment contract is to be submitted to the Board of Trustees for  approval before such contract is to take effect.
Any change or deviation  from the job responsibilities or rules of employment must be submitted in  writing to the Board of Trustees and approved by the Board before such changes  are to take effect.

Article X -  DISSOLUTION
Section 1. This organization may be dissolved by an  affirmative vote of two-thirds (2/3) of all members present and voting at a  meeting called for that purpose.

Section 2. In the event of dissolution  of the organization in any manner or for any cause, the assets of the  organization shall be sold and the proceeds of such sale, after payment of  all just debts and obligations of the organization, distributed pro rata among  the Life Members and inactive Life Members of the organization, each of such  members' share, however, being subject to set off of all debts, including  unpaid dues or assessments, and obligations owed to the organization by such  members.

Article XI -  MISCELLANEOUS
Section 1. (a) Each person who acts as a trustee or officer  of the organization shall be indemnified by the organization against expenses  actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding in having been a trustee or officer of the  organization 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.

(b) The right of indemnification provided herein shall be insured to each Trustee and Officer  referred to in the preceding paragraph, whether or not he is a Trustee or  Officer at the time such costs or expenses are imposed or incurred; in the event  of his death the right shall extend to his legal representatives. 

Section 2. Intoxicating beverages shall not be brought or consumed upon the  organization property except at special adult functions with Board approval. 

Section 3. (a) The organization assumes no responsibility, and members  or their guests can have no claim against the organization, for the property of
any members or any guests which is brought upon or left on organization  property.

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

Section 4. This Code of  Regulations may be amended by a majority vote of the members present in person  or represented by written proxy at any special or annual meeting, provided that  at least twenty (20) days' notice of such amendment shall be given by mail to  each member. 







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