Club by laws

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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GEORGE D. POITBvBNT,

VICE-PRESIDENT

AMENDED BYLAWS OF

SHADOW CLIFF SWIM & RECREATION CLUB, INC.

ARTICLE I:

ARTICLE II:

ARTICLE III:

ARTICLE IV:

ARTICLE V:

TABLE OF CONTENTS

PURPOSE

Section 1:

Section 2:

Section 3:

Section 4:

DEFINITIONS

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

Section 6:

Name

Location ·

Purpose

Revenues

Corporation

Property

Common Area

Lot

OWner

Member

.AMENDING BYLAWS

Section 1:

Section 2:

Section 3:

MEMBERSHIP

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

Section 6:

Section 7:

Section 8:

Section 9:

Sectio:r;i 10:

Section 11:

MEETINGS

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

Amending by Board

Amending by Membership

Limitations

Eligibility

Prior Agreements

Application for

Acceptance

Payment of Dues

Member Identification

Guests

Denial of Facilities

Termination

Resignation

Voting Rights

Annual Membership Meeting

Special Meeting of the Members

Conduct of Membership Meetings

Annual Board Meeting

Speci al Meetings of the Board

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j

ARTICLE VI:

ARTICLE VII:

Section 6: Emergency Action Taken Without A

Board Meeting

Section 7: Quorum at a Board Meeting

BOARD OF DIRECTORS, GOVERNANCE

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

Section 6:

Section 7:

Nomination

Elections

Term of Office

Compensation

Resignation

Vacancy

Removal

BOARD OF DIRECTORS, POWER AND RESPONSIBILITY

Section 1: Powers

Section 2: Duties

ARTICLE VIII: OFFICERS AND COMMITTEES

ARTICLE IX:

ARTICLE X:

ARTICLE XI:

Section 1:

Section 2:

Section 3:

Section 4:

Section 5:

Section 6:

Section 7:

Officers

Committees

Election of Officers

President’s Duties

Vice-President’s Duties

Secretary’s Duties

Treasurer’s Duties

NOTICE AND WAIVERS

INDEMNIFICATION

DISSOLUTION

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