AMENDED BYLAWS OF THE
SHADOW CLIFF SWIM & RECREATION CLUB, INC.
ARTICLE 1: PURPOSE
Section 1: Name: The corporate name shall be Shadow Cliff
Swim & Recreation Club, Inc.
Section 2: Location: The domicile and place of business of
the corporation shall be in San Antonio, Bexar County, Texas.
Section 3: Purpose: The purpose of the corporation is to
maintain an office and operate a club and facilities for swimming,
tennis and other activities approved by the Board of Directors for
the use of and entertainment of the members and their guests.
Section 4: Revenues: All revenues from every source shall be
used for the purpose of purchasing and operating the property and
facilities of the corporation and their repair, maintenance, and
improvement, and for such other purposes as the Board of Directors
may direct. No profit, however, shall be distributed to or for the
benefit of the members.
ARTICLE II: DEFINITIONS
Section 1: “Corporation II shall mean and refer to Shadow Cliff
Swim & Recreation Club, Inc.
Section 2: “Properties” shall mean and refer to that real
property within the boundaries of the area bordered by Loop 1604,
U.S. Highway 281 North, Starcrest/Bitters Roads, and Bulverde Road.
The Board of Directors shall have the authority and discretion to
consider and either approve or reject any application for
membership submitted by a person who does not reside within the
property described above.
-Section 3: The “common area” shall mean and ref er to all real
property owned by the corporation for the common use and enjoyment
of the owners of the corporation and such real property as may be
added by the corporation in. the future.
Section 4: “Lot” shall mean and refer to any plot of land
shown upon any recorded sub-division plat of the properties with
the exception of the common area.
Section 5: “Owner” shall mean and refer to the record owner,
whether one or more persons or entities, of the fee simple title to
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the lot which is part of the properties including contract s~llers,
but excluding those having such intere3ts merely as securi~y for
the purpose of an obligation. Renters/lessees shall be considered
owners if the owner of record has not exercised his privilege of
membership.
Section 6: “Member” shall mean and refer to those persons who
are owners as defined in Article II, Section 5 of these bylaws and
become members by following the provisions of Article IV of these
bylaws.
ARTICLE III: AMENDING BYLAWS
Section 1: The bylaws may be altered, amended, appealed, or
suspended by a ~jority of the directors of the corporation at any
re~u~ar or special meeting of the Board of Directors. Notice in
writing_ of any proposed alteration, amendment, appeal, or
suspension of the bylaws shall be given to each director either in
person _or by mail at least seven (7) days before such an
alteration, amendment, appeal or suspension is acted upon, however.
Section 2: Members Il\ay amend the bylaws by a majority of
those present at the annual meeting, provided at least 10% of the
total membership is represented at the meeting.
Section 3 : The Board of Directors shall not have the power to
adopt bylaws which would limit the right of the members to elect,
annually, the prescribed member(s) to the Board of Directors.
ARTICLE IV: MEMBERSHIP
Section 1: Eligibility: Al.l owners shall be eligible for
membership in the corporation. Those persons who have executed a
contract to purchase a home but have not taken title to their
property shall be eligible for membership but will have no voting
rights until the title has been transferred to them and recorded
wi t;h the Bexar County Clerk. Once an owner becomes a member of the
corporation by paying the annual dues withfn the time Rr~vided in
these bylaws, said owner shall have t;he rights and privileges to
use and enjoy all the facilities provided by the corporation,
provided said owner otherwi~e is not.in default of the rules.and
-regulations published by the aorporation. There shall be a maximum
number of 450 families eligible for membership in any one year.
The Board of Directors shall have the sole discretion to increase
or decrease the maxi.mum membership allowed in the corporat:ion •
Renters/lessees shall be eligible for membership but shall have no
voting rights.
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Section 2: Prior Agreements: Members in good standing as of
August _ 17, 1978, who were non-residents of San Pedro Hills
properti7s (See ARTICLE II, Section 2) may continue their
membership. A member cannot transfer his membership •
. Sec~i~n 3: Applications: Applications for membership shall
be in writing and in the form prescribed by the Board of Directors.
Applications shall be filed with the corporate office together with
P~yment of the required fees as determined by the Board of
Directors. Details are contained on the application and a signed
agreement is binding.
. Section 4: Acceptance: Subject to the 450 maximum limit
imposed by the Board of Directors, each membership shall be deemed
accepted upon proper completion of the application by the
prospective member, approval by the Board of Directors or any
person appointed by the Board of Directors for said purpose, tender
of the required initiation fees, if applicable, and annual dues,
and adherence to the rules, regulations and these bylaws.
Section 5: Payment of dues: The annual prepayment of dues
for existing members shall be due in its entirety on or before
April 15-th of each year. A membership in the corporation is for a
period co11111lencing May l of each year and ending on April 30 of the
following year. Advance written notice of the amount of dues and
time for payment shall be sent not later than April 1 t;o each
member at their last known address as listed in the records of the
corporation for the previous year. Al though every effort will be
made by the corporation to assure that members will receive a
renewal application, under no circumstances can the corporation be
held responsible for applications that are not received. The
corporation shall maintain membership records for four years. Any
former member who was a member more than four years ago shall be
dropped from the membership records. Should t:hat “member” join
again at a later date, he shall be t:reated as a new member and
shall pay the initiation fee and dues are provided in the bylaws.
If a member fails to pay the entirety of said dues on or before
April 15 of each year, the member shall be deemed delinquent in
payment of the annual dues and shall be assessed a penalty in the
amount of $25.00. If said annual dues and penalty are not fully
paid by May 1 or before the corporation reaches its maximum
membership capacity, whichever is sooner, said member shall be
dropped from the membership list and shall have to reapply for
membership in accordance with the provisions described in Article
IV, Section 4, except that former members are not required to pay
the initiation fee. Fonner members and all prospective members
whose names have been placed on a written waiting list maintained
by the corporation during the year shall be given preference over
former members and prospective members whose names have not been
placed on the waiting list.
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Section 6: Member Identification: Each member shall be
issued a club member identification for the use of the member and
the member’s family residing with the member. . Iden~i~icat~on
entitles the member and members of his or her family residing with
the member to full use of the corporate facilities. Members may be
asked to produce identification once inside the corporate
facilities. The failure to produce proper identification upo~
demand by a member of the Board of Directors or an authorized
employee of the corporation shall be grounds for removal of the
member from the premises until such time as the member produces
proper identification.
Section 7: Guests: Persons who are not members shall not have
access to the properties or facilities of the corporation except as
guests of members and except as otherwise directed by the Board of
Directors. Guests shall at all times comply with the bylaws of the
c~rporation and all rules and regulations passed by the Board of
Directors •
. Section 8: Denial of Facilities: A member or guest may be
denied the use of the facilities and properties of the corporation
for conduct which is prejudicial or injurious to the interests of
or to the good order of peace and welfare of the corporation. The
Board of Directors shall be the sole judges of which constitutes
such conduct and make final determination as to whether permanent
or temporary suspension is in order.
Section 9: Termination: No member suspended or expelled
shall be entitled to the refund of dues or any other monies paid by –.
him to the corporation for membership in the corporation.
Section 10: Resignation: A member of the corporation who
wishes to resign from membership shall submit his or her
resignation in writing to the Board of Directors. Such resignation
shall become effective on the last day of the month submitted. No
refund of dues or initiation fees will be made.
Section 11: Vot;-ing Rights: Each member shall be entitled to
only one vote. There shall be only one vote per family.
ARTICLE V: MEETINGS
Section I: Annual Membership Meeting: The annual meeting
shall be scheduled during that last week of January, or at any
other time designated by the Board of Directors. If the day of the
annual meeting is a legal holiday, the meeting shall be held the
same hour on the first day following which is not a legal holiday,
or at any other time designated by the Boa.rd of Directors. Matters
of the meeting will be posted at the club facilities or announced
in the club newsletter at least one week in advance of the
scheduled meeting.
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Section 2: _Special Meeting of the Members: Special meetings
0 ~ the membership to present recommendations to the Board of
D~rectors may be called upon request in writi~g to the Board of
Directors of at least fifty members in good standing.
. Secti<;>n 3 .= Conduct of Membership Meetings: The Board of
Dir~ctors is given the right to determine the agenda and order of
business of all meetings of the members, and such meetings shall be
~onducted under Robert’s Rules of Order as governing the procedure
in matters before the meeting •
. Section 4: Annual and Monthly Board Meeting: The annual.
meeting. of the Board of Directors shall take place after the
conclusion of the annual membership meeting. In addition to the
annu~l meeting, the Board of Directors shall have regular monthly
meetings• The Board of Directors shall have the sole discretion to
determine the time and place for all monthly meetings. The new
Board of Directors shall receive reports of operation of the
corporation for the preceding year from the officers and retiring
members of the Board of Directors.
Section 5 : Special Meetings of the Board of Directors:
Special meetings of the Board of Directors will be held at the cal.l
of the president or by two members of the Board of Directors.
Notice of regularly scheduled meetings need not be given; notice of
special meetings shall be given in writing to each member of the
Board of Directors stating the time, place and purpose of such a
meeting.
Section 6: Emergency Action Taken Without a Board Meet1ng:
Directors shall have the right to take any action in the absence of
a meeting which they could take at a meeting by obtaining written
approval of a majority of the directors. Any action so approved
shall have the same effect as those taken at a meeting of the
directors. Verbal approval properly documented may be used if the
action and approval are documented in the minutes of the next
monthly Board of Director1 s meeting.
Section 7: Quorum at the Board Meeting: The majority of the
directors fixed by these bylaws shall constitute a quorum for the
transaction of business. The act of- the majority of the directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
ARTICLE VI: BOARD OF DIRECTORS
Section 1: Nomination: Not later than – December 15 of each
year the Board of Directors will select a committee of three
directors and two members. The committee is to nominate future
Board members taking into account future needs for the Board of
Directors. The Board then adopts a list of nominees and verifies
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all nominated are willing to serve. Nominations for the Board of
directors may also be made from the floor at the annual meeting
with the support of at least ten members in good standing at the
time of the nomination and the assent of the nominee.
Section 2: Election: Election of directors shall be held at
the annual membership meeting ( See Article V, Section 1) • The
members receiving the largest nUinber of votes shal~ be elected. In
the event of a tie, the Board of Directors will declare the
position in question vacant and appoint one of the candidates who
tied for the position.
Section 3: Term of Off ice: The Board should be comprised of
nine directors, with three directors’ terms expiring each year.
Each director serves a three-year term. The number of directors on
the board may be increased or decreased from time to time by
amendment to the bylaws.
Section 4: Compensation: No director shall receive
compensation for any service they may render to the corporation.
However, any director may be reimbursed for their actual expenses
incurred in the performance of duties with prior board approval.
Section 5: Resignation: Any director or officer of the
corporation may resign at any time. Such resignation may be made
in writing and take effect at the time specified. If no time is
specified at the time of its receipt by the President or Secretary,
the acceptance of the resignation shall not be necessary to make it
effective.
Section 6: Vacancies: Vacancies in the off ice of any
director or officer should be filled by the affirmative vote of the
remaining directors, though less than a quorum. Any dir~ctor or
officer elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
Section 7: Removal: Any director shall be removed from the
board by a two-thirds vote of the members of the corporation.
ARTICLE VII: BOARD OF DIRECTORS’ POWERS AND RESPONSIBILITIES
to:
Section 1: Powers: The Board of Directors shall have power
* Adopt and publish rules and regulations governing the
use of the common area, the facilities, and the
personal conduct of the members and their guests and
to establish penalties for the infractions.
* Suspend the voting rights and right to use
recreational facilities of a member during any period
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in which such member is in default of payment of
annual dues and any assessed penalties or has been
suspended as described in Article IV, Section 8 and to
suspend the right to use the property and recreational – ,
facilities of any guest of a member whose conduct has
been deemed prejudicial or injurious to the interests
of or to the good order of peace and welfare of
the corporation.
To set initiation fees, dues, and all other charges
made by the corporation.
Employ a manager, independent contractor, or such
other employees as’ judged necessary and to prescribe
their duties.
Declare the of £ice of a member of the Board of
Directors to be vacant in the event that the member
should be absent for three consecutive meetings of the
Board of Directors.
Fill the vacancy of any director position. A board
member appointed to such vacancy shall serve the
remainder of the term of the board member replace~.
* Remove from the membership list any member who has
failed to pay by May 1 of each year the entirety of
the initiation fee, if applicable, annuals dues and
penalties.
Section 2: Responsibilities: It shall be the responsibility
of the Board of Directors to:
* Adopt and publish rules and regulations governing the
use of the common area and facilities (with rules to
be reviewed annually) and the personal conduct of the
members and their guests and to establish penalties
for infractions.
* Cause to be kept complete records of all its actions
and corporate affairs and to present a statement to
the members at the annual meeting or any special
meeting of the members.
* Collect all dues and initiation fees when due.
* Supervise all officers, agents, and employees of the
corporation and see that their duties are properly
performed.
* Procure and maintain adequate liability and hazard
insurance on the property and adequate liability
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insurance for officers and directors of the
corporation.
Cause all officers and employees having fiscal
responsibility to be bonded as may be appropriate.
Cause the common area to be maintained.
ARTICLE VIII: OFFICERS AND COMMITTEES
_Section 1: Officers: The officers of the corporation shall
consist of a President, Vice-President, Secretary and Treasurer,
a~d such other officers as may be deemed necessary by the Board of
Directors. Any two (2) or more offices may be held by the same
person except the offices of President and Secretary. The other
officers shall exercise such power and perform such duties as may
be delegated to them by the Board of Directors. Responsibilities
important to club operation include maintenance, membership, legal,
operation and newsletter.
Section 2: Committee Directors: Permanent committees include
Social, Swim and Tennis. The authority of these committees in the
management of club operation is determined by resolution adopted by
the majority of the directors. Other committees may be appointed
as needed.
Section 3: Election of Officers: The officers should be
elected at the first meeting of the newly constituted Board of
Directors. To be elected, each candidate for office should be a
director and should receive a majority vote of Directors present at
the meeting, a quorum being present. Each officer shall be elected
for a term not exceeding one (1) year. There is no restriction to
the number of term~ to which the person may be elected, providing
that nothing herein shall be inconsistent with applicable law.
Section 4: President’s Duties: The president shall be the
chief executive officer of the club. The president shall execute
any such instruments and documents in the name of the corporation
as may be necessary and proper in the management of its affairs.
The president shall preside at all meetings of the Board of
Directors; shall see that orders and resolutions of the Board are
carried out; shall sign all leases, mortgages, deeds, and other
written instruments and be· responsible for their location and
availabilityi and shall co-sign all checks and promissory notes.
Section 5: Vice-President’s Duties: The vice-president
shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president. The vicepresident
shall also perform such other duties and have such other
powers the Board of Directors may, from time to time, prescribe.
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Section 6: Secretary’s Duties: The secretary shall record
the notes and keep the minutes and proceedings of the Board and of
the members• He or she shall serve notice of meetings of the Board
and of the members; keep appropriate current records showing the
members of the corporation, together with their addresses; and to
perform such other duties as required by the Board.
Section 7: Treasurer’s Duties: The treasurer shall receive
and deposit in appropriate bank accounts all monies of the
corpora~ion and shall dispense such funds as directed by
resolutions of the Board of Directors. He or she shall sign all
checks and promissory notes of the corporation; keep proper books
of acc~unts; cause an annual audit of corporate books to be made by
a public accountant at the completion of each fiscal year; and
~hall prepare an annual budget and a statement of expenditures and
income to be presented to the membership at its regular annual
meeting, and deliver a copy to each of the members.
ARTICLE IX: NOTICE AND WAIVERS
Sufficient notice is given by depositing the notice in the
United States Mail in a sealed, postage paid envelope, and
addressed to the person entitled at his or her last known address
according t:o t:he · records of t:he corporat:ion. Such notice is
considered to have been given on the day of such mailing. Any
required notice may be waived by getting the entitled person’s
signature.
ARTICLE X: INDEMNIFICATION
Every director/ officer or employee of the corporation shall be
indemnified by the corporation against all expenses and liabili ties
including counseling and fees reasonably incurred or imposed upon
the person in connection with any proceedings to which he or she
may be made a party or in which he or she may become involved by
reason of being associated with the corporation. Indemnification
applies for any settlement whether or not the person is a director,
officer, or employee at. the time such expenses are incurred, except
in such cases where the director/officer/employee is judged guilty
by a court of competent; jurisdiction of willful misfeasance or
malfeasance in the performance of his or her duties . The right of
indemnification shall be in. addition to and not exclusi ve of all
the rights to which such director, officer, or employee may be
entitled.
ARTICLE XI: DISSOLUTION
The corporation may be dissolved with the consent given in
writing and signed by not less than two-thirds (2/3) of the
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members. Upon dissolution of the corporation1 other than incident .
to a merger or consolidation, the assets of the corporation shall
be dedicated to an appropriate public agency to be used for
purposes similar to those for which this corporation was created.
In the event such dedication is refused acceptance, such assets
shall be granted, conveyed and assigned to any nonprofit
corporation, association, trust or other organization to be devoted
to such similar purposes.
These Amended Bylaws of the Shadow Cliff Swim & Recreation
Club, Inc. shall become effective January 1, 1993.
SIGNED this_ day of —–, 1993.
GREG McBRIDE, PBESIDBN!I.’
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