ARTICLE I
Name

The name of the organization shall be: The Valley Swim Club of Colorado Springs, Colorado, Inc.

ARTICLE II
Purpose and Objective

Section 1. It is promulgated that the express purpose of the Valley Swim Club of Colorado Springs, Colorado, Inc. is to operate a private swimming pool in the general area of the Mesa Development, Pleasant Hills Subdivision, Westmoor Park Subdivision addition to the City of Colorado Springs.

Section 2. The nature of the business of the Corporation and the objects and purposes to be transacted, promoted, and carried on by it are to conduct such club for the better physical and moral welfare of the members thereof; to promote and encourage all kinds of sports especially aquatic sports; to promote and encourage the sport, pleasure, exercise, and recreation of its members; to promote sociability and friendship among its members and to manage and conduct entertainment, excursions, and social meetings of its members; to establish, own, and maintain such premises, including, but not limited to, one or more private swimming and wading pools and the necessary equipment therefore; and to maintain and operate private buildings, club houses, premises, pool, or other structures as incidental to the above purpose; and to sell, lease, mortgage, or otherwise dispose of same. All the foregoing shall be conducted within the County of El Paso and the State of Colorado.

ARTICLE III
Government

Section 1. The Club shall be managed by a Board of Directors, nine in number. The Board shall consist of a minimum of two-thirds resident members and a maximum of one-third non-resident members.

Section 2. At an annual meeting of active members of the Club, directors shall be elected from among the active members, as follows: every year three directors shall be elected for three-year terms each.

Section 3. No director shall serve two consecutive full terms in office.

ARTICLE IV
Board of Directors

Section 1. Consistent with these Bylaws, the Board of Directors shall:
- Transact all Club business and make and amend rules for the regulation of the use of Club property. It may appoint and remove such officers, agents, or employees as it may deem necessary and may fix their duties and compensations.
-Control the memberships in accordance with these Bylaws and Rules of the Club.
-Fix, impose, and remit penalties for violations of these Bylaws and Rules of the Club.
-Elect from the Board of Directors; a President, Vice-President, Secretary, Treasurer, Management Coordinator, Swim Coordinator, two Maintenance Coordinators, and a Membership Coordinator.
-If necessary, create additional offices and appoint one or more persons, who need not be members of the Club, to such offices. If these offices are created, the persons in those offices will not vote in any proceedings of the Board of Directors.
-By resolution, constitute and appoint committees and define the powers and duties of the same.
-Fill any vacancy in the Board of Directors from among the then active members, who shall serve until the term is expired.
-Hire an accountant to make the monthly finance reports, file government reports, and complete the annual tax return.
-Maintain the pool property in a reasonable fashion.
-Oversee the accumulation of reserve funds to be used in the future for pool and property replacement and repair.
-The Board of Directors will volunteer their time to serve on the Board. Their membership fees for the time they are serving on the Board will be waived unless a director wishes to pay them.

Section 2. The Board 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 shall always require that at least two officers sign all such checks, drafts, and other instruments for the payment of money drawn in the name of the Club, except that the Treasurer shall be authorized to sign checks less than $500.00 in his/her signature alone. Annually, the President, Vice-President, and Treasurer shall be certified with the banking institution as signees on checks.

Section 3. The Board may, at its discretion, cause the books of the Club to be audited and the report of such audit shall be available to the members.

Section 4. Meetings shall be conducted in the following manner:
-The Board shall meet at least once a month, unless, upon motion duly made and passed, the next successive meeting is declared unnecessary and to be omitted and further, shall meet within thirty (30) days following the Annual Meeting each year.
-Five members of the Board shall constitute a quorum.
-Special meeting of the Board of Directors may be called by the President, and may also be called by the Secretary, upon the request of two members of the Board.

Section 5. In the event a question before the Board results in a tie vote, which cannot be resolved, the question shall then be submitted to the membership for decision.

Section 6. Nothing in these Bylaws shall be construed to permit the Board to borrow, or pledge the credit of the Club, for an annual payment in excess of one-half of the balance of annual income, exclusive of new membership fees, over annual expenses from the previous year without the specific approval of a majority of the members present at a meeting called in accordance with these Bylaws.

Section 7. Any member of the Board may be removed from office by a majority of the members present in person at the Annual Meeting or a special meeting called in accordance with the Bylaws.

Section 8. The Board shall provide a proper and legal means to encumber, dissolve, or dispose of the assets of the Club if such becomes necessary, and all funds derived there from shall be shared equally by the membership. Individual memberships shall receive one-half the value of a family membership.

ARTICLE V
Officers

Section 1. The officers of this Club shall be President, Vice-President, Secretary, Treasurer, Membership Coordinator, Swim Team Coordinator, two Management Coordinator, and two Maintenance Coordinators. All these officers shall be elected by the Board at the first regular meeting held by the new Board. It is the responsibility of the outgoing President to call the first meeting and to preside until a new President is elected.

Section 2. Responsibilities of the President. The duties include the following:
- Preside at all meetings of the Club and the Board.
- Schedule each meeting of the Club and Board and provide a written agenda for each.
- Be the administrative officer of the Club.
- Preside at the first meeting of the new Board for the next year until a new President is elected.

Section 3. Responsibilities of the Vice-President. The duties include the following:
- Take over all responsibilities of the President in the absence or disability of the President.
- Publish a Club newsletter to the membership in February and in April.
- Maintain a file of past newsletters and correspondence with the membership.
- Maintain the current Bylaws. Be responsible for getting a copy to each Board member and for determining if the Club is being run in accordance with it. Also, be responsible for deciding if the Bylaws need updating.
- Marketing duties as needed by the Club.

Section 4. Responsibilities of the Treasurer. The duties include the following:
- Attend to the business and financial operations of the Club.
- Manage the accountant who prepares the monthly financial statements (income statement & balance sheet).
- Maintain a file of all past year's financial statements.
- Pay all salaries.
- See that the governmental reports are filed on time. These include workman's compensation reports, income taxes, Social Security withholding, and others. Some of these may be completed by the accountant, but the Treasurer is responsible for overseeing this activity.
- Manage the Club fees and dues process. This includes seeing that the "Valley Swim Club Fees and Dues" worksheet is filled out every year and presented to the Board of Directors for approval by the March meeting of the Board. Also, a file containing all past year's worksheets should be kept by the Treasurer.

Section 5. Responsibilities of the Secretary. The duties include the following:
- Responsible for notifying the membership about the meetings of the general membership (this can be done through the newsletter).
- Keep minutes of all meetings of the Board and the Club.
- Maintain a file of all past meetings of the Board and the Club.
- Maintain a current list of all Board member's names, addresses, phone numbers and term expiration dates.
- In the event that the Secretary is unable to attend a Board meeting, he/she will designate another Board member to keep the minutes. The Secretary retains the responsibility for distributing copies of those minutes to all Board members prior to the next meeting.

Section 6. Responsibilities of the Membership Committee. The duties include the following:
- Provide information to people interested in selling, buying or renting.
- Keep a list of people (in order of notification) who wish to sell, buy or rent.
- Make sure that people who have notified the Club that they wish to sell or rent their memberships out, do not receive a statement in the Spring.
- Keep periodic reports to the Board on the people who are interested in buying, selling or renting memberships.
- Keep updated records of memberships, adding new members, dropping sold memberships, and adding renters.
- Manage the process whereby people interested in joining the Club may use the pool one time as guests at no charge. Potential members must contact the Membership Coordinator before actually using the pool in this manner. The Membership Coordinator shall decide if the people shall be extended the privilege and shall keep a list of these people to periodically report to the Board on the process.
- Provide a copy of the Bylaws to each new membership.

Section 7. Responsibilities of the Swim Team Coordinator. The duties include the following:
- Manage all activities associated with the swim team. Hire, fire, and manage any paid personnel associated with the swim team.

Section 8. Responsibilities of the Management Coordinator. The duties include the following:
- Manage the people who are paid employees of the Club.
- Hire and fire the paid employees of the Club.

Section 9. Responsibilities of the Maintenance Coordinator. The duties include the following:
- Manage the work that is done to keep the facilities in repair.
- Organize all the required workdays.

ARTICLE VI
Members

Section 1. The maximum number of memberships of the Club shall be established at three hundred (300). The general membership would have to vote on any change to this number.

Section 2. Membership in the Club shall consist of the following classifications or combinations:
-Family
-Individual
-Active
-Inactive
-Resident
-Non-Resident
-Associate

Section 3. Definition of Family and Individual Memberships:
-Family membership is a family unit, such as husband/wife or head of family, and dependent children, and child care providers. In order to bring a childcare provider to the pool the membership must have paid the childcare provider fee. The childcare provider must be a minimum of 16 years of age, and must comply with all rules and regulations of the pool.
-Individual membership is a membership entitling only one person to Club privileges.

Section 4. Definition of Active, Inactive, and Associative Membership
-Active membership is one owned by either a family or an individual and on which the current active dues and assessments are paid by the owner.
-Inactive membership is one owned by a family or individual which will not be utilized for one particular season. Memberships in this classification will not have voting privileges, but must pay the inactive fee, except as provided elsewhere in these Bylaws. A membership may only be rented out for 1 season at a time, no consecutive seasons.
-Owners of inactive memberships may consign their membership to the Club for rental in accordance with Club rental policy. If the membership is rented, the Club will refund the inactive fee to the owner. The renter will be entitled to full Club privileges of that membership, except voting.
-Associative member status may be selected by an individual or family who have been members for twenty (20) continuous years or more. Members in this classification retain full Club privileges for the individual or family. They must pay the associate member fee for each year they retain their membership.
-Memberships of Associated are automatically consigned to the Club for rental Associate members pay their dues and assessments whether or not the membership is rented.

Section 5. Definition of Resident and Non-Resident Memberships
-Resident membership is one owned by a family or an individual who resides in an area bounded by the Air Force Academy in the north, the Pike National Forest in the west, I-25 in the east, and an east-west line defined by the north boundary of Bear Creek Park in the south. Total resident memberships shall be maintained at a minimum of 2/3 of all memberships in the Club or a total of 200 memberships. Requests for new memberships shall be processed for resident members first with priority to 80904 postal zip code area. After February 1st memberships may be sold to other residents outside 80904 and non-residents.
-Non-resident membership is one owned by a family or an individual residing outside the residential area described in above. The maximum number of non-resident memberships in the Club shall be limited to one third of all memberships for a total of 100 memberships.

Section 6. Any member of the Club may withdraw at any time, but there shall be no refund of any portion
of the current year's dues and assessments.

Section 7. Suspension of Members and Expulsion of Members:
-Any member of any class, for cause, and after being given an opportunity for a hearing, may be suspended for a period of not to exceed three (3) months by a two-thirds vote of the Board members present at any meeting thereof, or expelled permanently from Club membership by a three-fourths (3/4) vote of the entire Board membership. Cause for suspension or expulsion shall, in general, be for violation of these Bylaws, or for the Rules of the Club, or for conduct hazardous to other members. In either case, refunds of the current year's dues and assessments is at the discretion of the Board of Directors.
-The Board may delegate to the Chairman, Management Coordinator, or such other persons as deemed necessary, the power to suspend Club privileges for violation of Club Rules and Regulations provided such suspension does not exceed seven (7) days. As written report of such suspension, containing reasons therefore, shall be submitted to the President within twenty-four (24) hours following each such action.

Section 8. Sale of Memberships
-All memberships will be bought and sold through the Club.
-A transfer fee will be charged to the seller for each membership sold. This fee will be set by the Board.
-It shall be the responsibility of the member to notify the Club (in writing) if they do not plan to retain their membership for any reason by May 1st. If the membership is sold that year for more than the inactive fee, the proceed of the sale, less any indebtness to the Club and transfer fees, will be refunded to the former owner. If the membership is sold for less than the inactive fee or is not sold that year, the former owner will be liable for the difference between the inactive membership fee and the sale price, in addition to any indebtedness to the Club and transfer fees. Members consigning their membership to the Club after the May1st deadline will be charged the inactive fee for that year.
-All members who have failed to pay annual dues and have failed to provide written notification of their intention to sell their memberships prior to July 1st of the current calendar year will be notified by certified mail that their membership will revert back to the Club on September 1st or sixty (60) days from the date of certification. Failure to respond to this notification will cause all monies received by the sale of a membership to be retained by the Club.
-The Club will offer memberships available for sale first to applicants qualifying as resident members and then to non-residents within the limitations prescribed in Section 5 of this Article.

Section 9. General
-Upon payment of membership fees each membership shall be recorded in the membership records held by the Membership Coordinator.
-All active members of the Club shall be accorded the facilities of the Club, subject to Club Rules and Regulations, which shall be posted at all times on the premises of the Club.
-Any property of the Club broken or damaged by a member of any class, or by a guest of a member, shall be promptly paid by such member. No person shall take any article belonging to the Club.
-The Club assumes no responsibility, and members of any class or their guests have no claim against the Club for the property of members of any class, or any guest, which may be brought or left on Club premises.
-The Club assumes no responsibility, and members of any class or their guests can have no claim against the Club, its officers, Board of Directors, or employed for any accident or injury to any person on Club property.

Section 10. The Board of Directors, at its discretion, may reinstate as an active member, a member who has
previously allowed his /her membership to become inactive. Reinstatement shall be without penalty provided the member was in good standing at the time their membership became inactive.

Section 11. Guests
-The Board shall, by rule, fix the terms and conditions by which guests of members may use Club facilities.
-Each active membership shall be allowed to bring guests to the pool paying the guest fees set by the Board each year. Except that, at the discretion of the Board, privileges may be limited to only weekdays (Monday-Friday), or such other special "open house" days as may be declared by the Board.
-All guests must be accompanied by a member.

Section 12
Rental members will have full Club privileges of the membership, except voting. Rental members must buy a membership the following year, if one is available.

ARTICLE VII
Dues and Fees

Section 1. Each year prior to April 1, the Board of Directors shall establish annual dues for that year for each class of membership.
-All dues and fees mentioned in the Bylaws shall be set by the Board of Directors by the March meeting.
-Dues shall be sufficient to provide for the necessary operating expenses, proper maintenance and improvement of its property, and contributing to a capital improvement fund.
-The Board of Directors shall plan on increasing the capital improvement fund by at least 13% of the annual budget each year. This amount needs to be planned for in each budget that is submitted to the general membership. The projected expenses need to be at least 13% less than the projected income for the coming year. Every effort should be made to exit the year with at least $10,000 more in reserves than at the start of the year.
-Inactive members will pay a percentage of the annual inactive membership.
-Any new member joining the Club after July 15, shall pay one-half (1/2) the annual active membership dues.
-No dues or part thereof shall be refunded in the event that the pool operations are required to be suspended for any period.
-Special assignments may be levied after approval by a majority of the membership present at the Annual Meeting or at any special meeting of the membership called for that purpose.
-Associate members shall pay a fixed amount for membership dues.

Section 2. All applicants for membership subsequent to January 1, 1986, shall pay membership fees.

Section 3. A transfer fee not to exceed ten percent (10%) of the current established membership fee will
be charges to the seller on membership sales.

Section 4. Membership values and/or transfer fees may be changed by the Board by a two-thirds (2/3)
vote of all its members and such action will be announced at the Annual Meeting.

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

Section 6. Fees for guests:
-Fees will be set each year by the Board.
-Guest fees do not include lesson privileges; however, houseguests may take lessons for $10.oo per week per individual if lessons are not crowded.

Section 7. Swim Team: For a fee, to be established annually by the Board, non-member individuals may participate with the swim team. These individuals have no other membership privileges. The fee is in addition to any fees charged to members for swim team participation. The number of non-member participants of the swim team shall not exceed 30% of the total number of participants on the swim team.

Section 8. Private Parties
-The pool is available for swimming parties after hours if sponsored by active members. Arrangements must be made in advance with the manager and be approved by the Management Coordinator.
-Minimum fees for use of the pool, excluding compensation for lifeguards, will be revised annually by the Board.
-A lifeguard must be in attendance for all private parties. The hourly rate and minimum guarantee for each lifeguard will be established annually by the Board prior to the opening of the pool.
-A down payment shall be charged to assure use of the pool for a party. The amount of such down payment will be determined annually by the Board prior to the opening of the pool.
-Private pool parties rained out in less than one hour after they begin will not be required to pay the party fee; however the lifeguard must be paid for the time spent on duty.

Section 9. All of the above fees are subject to change by a majority vote of the Board present at a regularly
scheduled meeting.

Section 10. All membership fees and other charges mentioned herein are exclusive of taxes imposed by the Federal, State, or any other governmental body or agency.

ARTICLE VIII
General Membership Meetings

Section 1. The Annual Meeting of the Club shall be held during the summer of each year at such place and time as the Board may determine. This Annual Meeting shall be for the purpose of electing Directors, presenting reports, and for the transaction of such other business as may be indicated in the notice or may be brought before it. Notice of the Annual Meeting shall be given by mail to the active members at least five (5) days prior thereto.

Section 2. A Membership Meeting shall be held in March to present the budget for the coming year. A report of the fees to be charged for the coming year shall be given as well as any other general business topics. Notice of the Membership Meeting shall be given by mail to the active members at least five (5) days prior thereto.

Section 3. Special meeting of the Club may be called by the Board of Directors. Also, upon the written request of ten percent (10%) of the active members to the Secretary, stating the purpose thereof, a special meeting shall be called by the Secretary within thirty (30) days. Notice of the Special Meeting shall be given by mail to the active members at least five (5) days prior thereto. The notice shall state the purpose for which the Special Meeting is called and no other business shall be transacted there.

Section 4. Only active members shall be entitled to vote at meetings of the Club, and each membership shall be entitled to only one (1) vote. Voting may be voice, but at least ten (10) members shall have the right to demand voting by role call.

Section 5. The active members present at any official Club meeting shall constitute a quorum.

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

ARTICLE IX
Amendments

Section 1. Theses Bylaws may be amended by a two-thirds (2/3) vote of the active members present in person at any meeting of the Club membership, provided at least five (5) days notice of such proposed amendment(s) shall be given to each member.

ARTICLE X
Miscellaneous

Section 1. Indemnification of Directors and Officers:
-Each person who acts as a Director of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit, or proceeding in which he/she is made a party by reason of his/her being or having been a Director or Officer of the Club, except in relation to matters as to which he/she shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct, and except any sum of money paid for the Club in settlement of an action, suit, or proceeding based on gross negligence or willful misconduct in the performance of his/her duties.
-The right of indemnification provided herein shall insure to each Director and Officer referred to in Section 1a. above, whether or not he/she is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his/her death shall extend to his/her legal representative.

Section 2. The Board of Directors may, at its discretion, provide for the use of the swimming pool and
related facilities by outside organizations and such use shall be designated as guest use.

ARTICLE XI
Board Of Advisors

Section 1. Due to the transient nature of the board of directors every three years, the VSC General Membership may form from the General Membership an advisory panel to support and advise the Board of Directors on the long-term plans and goals of VSC. The primary intent of the advisory panel is:
-To assist in maintaining continuity among board members.
-To support and develop the long-term financial goals and developmental plans of VSC.
-To assist in-coming board members in understanding the traditional function and responsibilities of the positions they were elected.

Section 2. The advisory panel will have no authority or privileges. The advisory panel cannot usurp the authority of the Board of Directors but is intended to advise the Board of Directors in the performance of their duties. Monthly Board of Director meeting minutes shall be forwarded to the Advisory Panel. The Advisory Panel shall provide updates to the General Membership at the March and August General Membership Meetings.

Section 3. The advisory panel may be composed of 3-5 personnel that were previously elected and served on the Board of Directors. The current President on the Board of Directors will be a standing member of the Advisory Panel. The advisory panel may or may not establish term limits. Records of their meetings should be forwarded to the Board of Directors for consideration.