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Pool /Tennis Rules All Gates Are To Be Kept Locked At All Times Any person wishing to use the HRC pool and/or tennis facilities must be an HRC member and have an HRC-issued member pass in his or her (or an accompanying family member's) possession. The pass will be issued to each member in good standing before the opening weekend of the season. One pass and one key will be distributed per dues-paying household. Keys may be duplicated, but members are responsible for control of their keys. Swimming In The HRC Pool Is At Your Own Risk Members are responsible for keys to the pool and tennis courts. Minors under the age of 18 are not allowed to possess keys to the HRC Facility. Special activities, such as Swim Team practices/activities, ALTA/USTA matches and other Board-authorized activities may take precedence over other use of the facility. Rules of Conduct 1. Guests of all members must be signed in each time they enter the pool facility. There is a $2.00 per guest per day charge that must be deposited in the drop box at the registration area. Please see other special rules and regulations later in this booklet. 2. When a lifeguard is on duty, children nine years of age or older may swim unaccompanied by an adult member only if the child can demonstrate adequate swimming proficiency. This is defined by the ability to swim two consecutive laps of the pool using any stroke. Children under nine years of age must be accompanied by a parent or a responsible person designated by the parent. This person must be at least 15 years of age. Please remember the lifeguard is not a baby-sitter. Unaccompanied children must abide by the rules of the pool. Please discuss applicable rules with your children. See later sections detailing behavior and safety expectations of all members. 3. During unguarded hours, children under the age of 15 must be accompanied by a parent or guardian who is at least 18 years old. This rule also applies to children under the age of 18 who are attending a life-guarded private party. 4. The parent(s) or guardian cannot be playing tennis while responsible for supervising children. 5. Swimming alone is not permitted at any time. Anyone using any HRC facility does so at his or her own risk. 6. Due to safety concerns, no one over the age of 6 years is allowed in the baby pool. The wading pool is considered unguarded. Each child in the wading pool must be supervised at all times by a parent or designated guardian. Please use caution when swimming around younger children in the main pool. 7. No horseplay such as running, pushing, dunking, or shoving will be allowed in the pool or pool area at any time. Violators are subject to expulsion at any time at the discretion of the lifeguard, or a Board member during unguarded hours. Repeat violators may have their membership revoked at the discretion of the Board. 8. The use of air mattresses, noodles, squirt guns, scuba equipment, ball playing and other games will be permitted only at the discretion of the lifeguard. They will not be allowed when the pool is too crowded or when the equipment will interfere with the safety and pleasure of others at the pool. No styrofoam material will be allowed in the pool at any time. Styrofoam can flake off and clog the filters. 9. During Adult Swim (10 minutes every hour) no one under the age of 18 is allowed in the pool. The pool is considered unguarded during Adult Swim. 10. Bathing apparel must be free of fringes, loose threads, etc. to keep from clogging the filters. No cut-off jeans or jeans with metal studs are permitted. Small children who are not potty trained are required to wear disposable diapers designed for use in swimming with rubber pants underneath their swimsuits. 11. Please, no pets allowed inside the fenced area at any time. In the past, members have brought their dogs to the pool, but due to strict Gwinnett County regulations governing public pools, HRC must enforce a no pets policy at the pool. 12. No glass containers of any kind are allowed within the boundary of the fence surrounding the pool area. No food or drinks are allowed within three feet of the edge of the pool. 13. No skate boarding or roller skating/blading or bicycling is allowed on the pool deck or tennis courts. 14. All trash must be deposited in garbage containers. All members are responsible for picking up after themselves at the pool, tennis court or playground. Each member owns a share of the pool and therefore we should all take pride in our ownership and do all we can to keep HRC a neat, clean, and safe environment. 15. No sitting on deck railings is allowed. Please treat deck furniture with respect. Deck chairs must remain on the deck close to their respective tables. Furniture brought to the pool by members must be taken home that same day. As a safety measure, furniture cannot be used to build "forts"! 16. The pool stereo will be turned off at the end of life-guarded hours. Please respect the peace of mind of surrounding homeowners, especially late in the evening. 17. All vandalism will be prosecuted to the fullest extent of the law. Parents or guardians will be held financially responsible for any vandalism-related repair. Repeated incidents will result in loss of membership with no dues or fees refunded. 18. The use of profanities, sexual behavior, and the use of alcohol should be maintained at levels socially acceptable to a family environment. 19. The lifeguard or any member has the right to recommend to the Board the suspension of chronic violators of pool rules. The Board will determine consequences. The lifeguard can remove anyone from the pool who is violating pool rules or is a danger to him or herself or any other member or guest. Should conditions warrant, the lifeguard has the authority to close the pool. 20. The pool shall be closed during inclement weather and shall be reopened no sooner than 15 minutes after the last thunder is heard or lightning is seen. 21. Any complaint regarding the lifeguards or any other aspect of pool/tennis operations should be brought to the attention of a Board member. Later in this booklet is a procedure for filing a formal complaint or suggestion with the President. Any and all suggestions are welcome. There is a suggestion box at the pool that will be checked and maintained by the President. Unsigned complaints don't count.
Guest Policy 1. There is a $2.00 per day guest charge. ALL GUESTS MUST BE SIGNED IN AND $2.00 PER GUEST MUST BE DEPOSITED IN THE LOCK BOX AT THE REGISTRATION TABLE. The lifeguard and any Board member have the authority to verify proper registration and payment of guest fees. Guest who are not signed in and paid may be asked by any HRC member to leave the premise. This is an honor system, so please have the correct amount of money to cover your guests. The lifeguards will provide no change. 2. Guests must be accompanied by a member. If the member leaves the facility, guests must leave as well. 3. Non-member residents of Huntington, Huntington Trace, Beaver Lodge, Beaver Hills, Burnside, Bradstone or Ferncliff who have declined to join HRC will not be admitted as a guest to HRC except during special events sanctioned by the Board. 4. Overnight houseguests (from outside the metro Atlanta area) will be admitted free, when accompanied by a member, on their first weekend (or subsequent two day period) only. The rule of thumb is out of town guests pay on their third day. 5. Members are allowed six guests per member household per day. There is no limit, outside this restriction, on the total number of guests per season. 6. Any member household hosting more than six guests per day has fallen under the domain of "Private Party" rules. See next section for details. Private Parties Please read this section carefully. Contact Lisa Oliver at (678) 485-4857. Having more than six guests at the pool constitutes a Private Party. The following rules will apply: 1. A Private Party must be booked with the Pool Party Coordinator at least two weeks prior to the planned date. Open dates are filling quickly so please plan accordingly. 2. After securing a reservation, the host of the party must complete a Pool Party Agreement Form at least 10 days before the date of the party. 3. An approved lifeguard must be present at all parties. There must be one lifeguard for each 30 guests (non-swimmers DO count in the guest total). The party host is responsible for booking the lifeguard and paying the lifeguard. HRC will make every effort to provide an approved list of lifeguards or provide contact information for the pool management company. 4. Parties scheduled during life-guarded hours are limited to 30 total guests. The host must hire an extra lifeguard after this limit has been reached. Guest fees will apply at private parties. Please deposit $2.00 for each non-HRC guest in the drop box at the registration area. 5. Private parties are limited to four per week and no more than one per day. Board-designated special events always take priority over private parties. 6. A $50.00 fee for parties (make checks payable to HRC) must be submitted to the Pool Party Coordinator when the Pool Party Agreement is signed in order for the reservation to be entered on the master calendar. 7. The pavilion area can be reserved for private parties, but the remaining deck and pool areas will always be open and accessible to all HRC members. 8. The party host must be present at all times and is responsible for the conduct and behavior of all party guests. The lifeguard or any Board member can halt the party and eject any guest at any time if the safety and pleasure of others at the pool is being jeopardized. Please closely monitor rowdy behavior. 9. Even out of season, if the pool is uncovered when a private party is held (tennis, pavilion, etc.) a lifeguard(s) must be retained. If the pool is closed for swimming and the pool cover securely anchored, a lifeguard is not required. Parking and Adjoining Property 1. Minimal parking is available. Members are urged to walk to the pool whenever possible.
2. Please respect the property and access of surrounding homeowners and do not block driveways, etc. Please obey the no parking signs.
3. HRC owns 11 acres of property surrounding our club. There is no hunting allowed. 4. No motorized vehicles will be allowed in the field, woods, or unpaved areas of HRC property.
HRC Tennis Rules & Regulations Hours of Operation Any person wishing to use HRC tennis courts must be a HRC member and have a current HRC-issued member pass in their (or an accompanying family member's) possession. Tennis guest rules will be covered later in this section. 1. Courts are for HRC members and guests only. There must be at least one HRC member in each singles or doubles group. 2. A sign-up sheet for court reservations will be posted by 6:00 PM each Sunday for the following week by the Tennis Operations Director. 3. Members must always reserve court time on the sign-up sheets, even if the courts are empty when arriving at HRC. 4. Court time is limited to one and one-half (1½) hours per group reservation. Play may continue if no other member is waiting to use the courts. 5. Children under 18 may not reserve courts on weekends, holidays, or after 6:00 PM on weekdays. Adult members will take priority over children at these times unless the children are playing with an adult member. 6. Reserved court time will be forfeited if you are more than 10 minutes late. Please be courteous. If you reserve court time and later determine you can't play, please cross your name off the sign-up sheet. Frequent violators of this rule will be subject to play restrictions. 7. If the court reservation is for lessons or coaching, please note on the sign-up sheet and contact Nancy King at (770) 931-3193. 8. Residents of Huntington, Huntington Trace, Beaver Lodge, Beaver Hills, Burnside, and Ferncliff who are not members of HRC cannot be invited as a guest or play on neighborhood ALTA/USTA/K-Swiss teams. ALTA/USTA/K-SWISS Play 1. Approved ALTA/USTA/K-SWISS and Junior ALTA/USTA/K-SWISS matches take precedence over other court reservations. Team Captains must provide the Tennis Director a roster and match schedule at least two weeks prior to the start of the season. The Tennis Director will block out designated match and practice time for each team on the sign-up sheet before posting each week. 2. The Team Captain must inform the Tennis Director of intent to have a team at least two weeks before the roster submission date for ALTA or USTA. This is so the Tennis Director can have an accurate gauge of Team court usage at HRC over the course of each tennis season. 3. Team Captains must be HRC members. Each Captain must submit a roster, schedule, and HRC court fees (one check payable to HRC) to the Tennis Director at least one week prior to the first team practice at HRC. Team Court Fees Per Season Adults Juniors 4. All Team Members must pay the applicable court fee, even those designated as alternates. 5. HRC members cannot be denied the opportunity to participate on HRC Teams. 6. HRC ALTA/USTA Teams that have submitted a roster, schedule, and court fees to the Tennis Director will be allowed one team practice per week. Team Captains should coordinate with the Tennis Director as to the desired practice day and time. 7. Team practices are limited to two hours and may be scheduled between the hours of 8:00 PM and 11:00 PM, Monday through Thursday. Winter teams may practice between 7:00 PM and 11:00 PM. The two-hour practice limit will be strictly enforced; however, if no other non-team HRC members have reserved court time, practice players may continue to play. No practice player may reserve additional court time outside the two-hour limit on a practice night. 8. Junior teams and Thursday morning women's teams may practice outside this schedule. Please contact the Tennis Director for more direction. 9. Team practices may begin no sooner than five weeks prior to the start of the respective ALTA/USTA season and must end the week of the last match. 10. HRC courts are intended for HRC recreation, HRC ALTA, HRC USTA, and K-SWISS Teams. Non-HRC teams may not receive coaching on the HRC courts. HRC approved children's "tennis camps" may be scheduled. Please contact the Tennis Director for more details.
Complaint Procedure The HRC Board encourages feedback on any aspect of HRC operations. Every member owns a stake in our club and your opinions/suggestions will receive prompt attention. Remember all Board members are paying members, just like you. No Board member receives any compensation for the job they do. Please attend and participate in regularly scheduled Board Meetings. Your participation is critical to the successful operation of HRC. 1. Write a brief summary of your issue or suggestion. 2. Propose a solution to the problem or issue. Include contact information, so we may respond to your concern in a timely manner. 3. Sign your summary/proposal. Unsigned complaints don't count and will be disregarded as if they were never received. 4. Mail or deliver your summary to the HRC President at P.O. Box 1483, Lilburn, GA 30047. 5. The President will review the issue with the entire Board at the next regularly scheduled Board Meeting. If you feel your issue needs immediate attention, in addition to your letter, please call the President, and a special Board Meeting will be called that will work into your schedule. Your attendance will be required for a special meeting to be called to address your issue. _____
BYLAWS OF HUNTINGTON RECREATION CLUB, INC. (HRC, INC.) ARTICLE I DEFINITIONS The following terms as used in these Bylaws shall have the following respective meanings: (b) "Owner" shall mean and refer to the record owner, whether one or more persons, of the fee simple title to any Lot with a permanent residents, but shall include those persons having such interest merely as security for the performance of an obligation. (c) "Property" shall mean and refer to that plot of land shown as "Recreation Area" and platted as part of the Huntington Subdivision located in Land Lots 157 and 176, 6th District, Gwinnett County, Georgia. ARTICLE II PURPOSE The Corporation is organized to be a nonprofit corporation under the Georgia Nonprofit Corporate Code and is operated to acquire, own, construct, install, use, operate, maintain, manage and regulate club, recreational, educational, amusement and athletic facilities, properties and equipment, including tennis courts, a swimming pool, and a pavilion, all to be located upon the property (as defined in Article I (c)); to organize, regulate and/or conduct recreational, educational, amusement, athletic and other activities and events; and, insofar as permitted by law, to do any other thing that, in the opinion of the Board of Directors, will promote, directly or indirectly, the recreation, health, safety or welfare of or be for the common benefit and enjoyment of its members or be necessary, proper, useful, or incidental to the carrying out of the functions for which the Corporation is organized. Inasmuch as one of the stated purposes for which the Corporation is being organized is to acquire, own, construct, install, use, operate, maintain and regulate a swimming pool, the Board of Directors shall call a special meeting at such time that the membership reaches sixty (60) members to vote on a proposed assessment to construct said swimming pool. The Corporation is formed exclusively for purposes for which a corporation may be organized under the Georgia Nonprofit Corporation Code and not for pecuniary gain or profit. No part of the assets, income, or profit of the Corporation shall be distributable to, or inure to the benefit of, its directors or officers except to the extent permitted under the Georgia Nonprofit Corporation Code. ARTICLE III OFFICES The principal office of the Corporation shall be located in Gwinnett County, Georgia. The Corporation may have such other offices as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. The Corporation shall have and continuously maintain in the State of Georgia a registered office, and a registered agent whose office is identical with such registered office, as required by the Georgia Nonprofit Corporation Code. The registered office may be, but need not be, identical with the principal office, and the address of the offices may be changed from time to time by the Board of Directors. ARTICLE IV MEMBERS Section 1. Members. Every person who is an Owner shall have the right, but not the obligation, to join the Corporation as a member. Every Owner desiring to exercise his right to join the Corporation shall do so by making application to the Corporation. There are two types of Members: Charter and Non-Charter. The only distinction between the two types of membership is that Charter Members purchased their shares at $25.00, whereas Non-Charter Members will purchase their shares at a time and an increased rate to be determined by the Board of Directors. Total Membership will not exceed 180. Section 2. Membership Voting Rights. Each member shall be entitled to one vote, except where more than one person is a member by virtue of an ownership interest in the same Lot, in which case the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any such Lot. In the event of disagreement among such persons and an attempt by two or more of them to each cast the vote of such Lot, such persons shall not be recognized and the vote of such Lot shall not be counted. Section 3. Termination of Membership. The membership of members who are Owners shall automatically terminate upon the member's sale of his Lot. Additionally, each member of the Corporation shall have the right to withdraw from the Corporation by giving ten (10) days' prior written notice to the Corporation. However, no such termination of or withdrawal from membership shall affect such member's obligation to pay dues due and payable for any period prior to the date of such termination or withdrawal, and there will be no refund of dues paid for periods falling after the date of such termination or withdrawal. Section 4. Suspension of Membership. The membership rights of any member, including the right to vote, may be suspended by action of the Board of Directors during the period while any dues or other obligations remain unpaid, whether or not such member is personally obligated to pay such dues or other obligations, or for violation of any rule of the Corporation. Any such suspension shall not affect such member's obligation to pay dues coming due during the period of suspension. Section 5. Loss of Membership. Any member failing to pay the annual membership dues by the date specified by the Board of Directors shall forfeit his right to use any and all facilities that are part of the HRC, Inc., and his membership certificate will automatically revert back to the Corporation, and such member will lose his initial Charter or Non-Charter membership fee as the case may be. This Bylaw will stay in effect until subsequent revisions as voted upon in a general meeting in accordance with these Bylaws. Section 6. Initiation Fees, Annual Dues and Special Assessments. The Board of Directors shall have the right to assess members and collect such initiation fees and annual dues and may propose such special assessments as it may deem necessary for the purposes of the Corporation. The assessments, together with any applicable interest thereon and costs of collection, shall be the personal obligation for such member. If the special assessment will exceed ten percent (10%) of the annual dues, then the special assessment shall be voted upon in a general meeting in accordance with these Bylaws. Section 7. Payment of Dues. The timing of the payment of annual dues and special assessments shall be determined by the Board of Directors of the Corporation. Unless otherwise amended, the date will be March 1. Notice of action taken by the Board of Directors with respect to the annual dues shall be sent to the members promptly by mail and shall not become effective until thirty (30) days after such mailing. Section 8. Additional Classes of Members. The Board of Directors may create one or more additional classes of membership or affiliation with the Corporation and, with respect to each such additional class, may make and prescribe the designations, rights, powers, and privileges, and select or elect the members thereof, and provide for the requirements of membership, the number, the manner of selection or election of such members and such members' rights to representation on the Board of Directors. The Board of Directors shall additionally have the power to levy, assess and collect, and provide for the collection if initiation fees and annual dues from members of such additional classes as may be necessary for the purposes of the Corporation. Notice of any action taken by the Board of Directors with respect to such dues shall be sent to the members of such additional classes promptly by mail and shall not become effective until fifteen (15) days after such mailing. No member who acquires membership pursuant to this Section 8 of Article IV and who terminates membership in the Corporation prior to the effective date of such action shall be bound thereby. Section 9. Membership Cards. The Board of Directors will provide for the issuance of cards evidencing membership in the Corporation which shall be in such form as shall be determined by the Board. Such cards shall be signed by an officer of the Corporation. All cards evidencing membership shall be consecutively numbered and shall be nontransferable. The name and address of each member and the members of his or her immediate family residing with such member and the date of issuance of the card shall be entered on the records of the Corporation. If any card shall become lost, mutilated or destroyed, a new card may be issued therefore upon such terms and conditions as the Board of Directors may determine. Section 10. Issuance of Cards. When a person qualifies for membership and has paid any initiation fees and dues that may be required, and if the Board of Directors shall have provided for the issuance of membership cards under the provisions of Section 9 of this Article, then a membership card shall be issued in his or her name and delivered to him or her by the Secretary of the Corporation. Section 11. Meetings of Members. An Annual Meeting of the members shall be held upon a date and at a time and place selected by the Board of Directors within a period of 120 days following the end of the Corporation's fiscal year. Notice of the Annual Meeting shall be given to all members by the Secretary at least ten (10) days in advance of the Annual Meeting. Section 12. Special Meetings. Special meetings of the members of the Corporation for any purpose may be called at any time upon written notice given at least ten (10) days in advance to all members. Such special meetings may be called at the instance of the President or of the Board of Directors, or upon written request of members representing one-fourth of the votes of the membership of the Corporation. Section 13. Notice. Each member shall register his address with the Secretary. Notice of meetings may be given to the members either personally, or by sending a copy of the notice by ordinary mail, postage prepaid, to such address appearing on the books of the Corporation. Section 14. Waiver of Notice. Any and all requirements for call and notice of meetings, regular or special, may be waived by the members either by presence at the meeting in question or by waiving notice of such meeting in writing, either before or after it is held. Section 15. Quorum. Unless otherwise provided in the Corporation's Articles of Incorporation, in these Bylaws or by law, at any meeting of the Corporation's membership, the presence at such meeting of the members, either in person or by proxy, entitled to cast a majority of the total votes on matters brought before the meeting shall constitute a quorum for the transaction of business. A quorum will be defined as the minimum of twenty percent (20%) of Membership. Unless otherwise required by the Corporation's Articles of Incorporation or by law, the vote of a majority of those votes present or represented at the meeting shall decide such matter, provided a quorum exists. If any meeting cannot be organized because a quorum has not attended, the members present in person or by proxy may adjourn the meeting from time to time until a quorum can be obtained. Section 16. Proxies. At all meetings of members of the Corporation, any member may vote by proxy, provided the proxy be in writing, signed by the member and filed with the Secretary of the Corporation. Proxies may be given to a resident tenant of any member or to any other member and may extend according to its terms for any period; provided, however, that every proxy shall automatically cease at such time as the person granting the proxy revokes the proxy by filing a written revocation or a new proxy with the Secretary of the Corporation or ceases to be a member of the Corporation. ARTICLE V BOARD OF DIRECTORS Section 1. Management Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors; provided, however, that the Board of Directors may, at its option, select, hire and employ an independent management firm to manage and operate for the benefit of the Corporation the facilities owned by the Corporation for such period of time and at such reasonable fee as the Board of Directors may determine. Section 2. Number and Term of Office. The initial Board of Directors of the Corporation shall consist of seven directors, named in the Articles of Incorporation of the Corporation, who shall serve until the first Annual Meeting to take place no later than November 30, 1980. At the first Annual Meeting, and annually thereafter, seven directors shall be elected by the membership, such directors to have sole voting power on the Board of Directors of the Corporation. The number of directors to be elected by the members shall be not less than three (3) or more than seven (7), with the exact number being fixed from time to time by resolution of the Board of Directors. The Board may from time to time appoint non-voting, advisory directors, but wherever herein a vote of the Board of Directors is required, it shall mean and refer only to the voting directors unless otherwise specifically set forth. Section 3. Compensation. The directors shall not receive any remuneration or compensation for their services except reimbursement for their out-of-pocket expenses incurred for the benefit of the Corporation. This shall not be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefore. Section 4. Annual Meeting. The Annual Meeting of the Board of Directors will be held on the day of and immediately after the Annual Meeting of the members or any special meeting of the members at which a full Board of Directors is elected. Section 5. Special Meetings. Special meetings of the Board of Directors may be held at any time and place within the State of Georgia when called by the President or by any member of the Board. Section 6. Notice. A notice of the time, place and object of every special meeting of the Board of Directors shall be given by the Secretary or an Assistant Secretary or an officer or director calling a meeting by mailing the same to each director at his residence or business address not less than three (3) days before such meeting, provided that such notice may be dispensed with if all the directors are present at the meeting or if those not present shall at any time waive or have waived notice thereof. In addition, a notice will be posted regarding special Board of Directors' meetings at the Recreation Facility, the purpose being to inform the general membership. Minutes of these meetings will be available for those members requesting such. Section 7. Quorum. A quorum at any meeting of the directors shall consist of a majority of the entire voting membership of the Board. A majority of the directors present, if a quorum is present, shall decide any question that may come before the meeting, except as otherwise provided by law or by these Bylaws. Section 8. General Powers. The Board of Directors shall have the power to adopt and publish rules and regulations governing the use by the members of any properties or facilities owned or controlled by the Corporation or intended for use by the members, and the personal conduct of the members and their guests thereon, as voted upon at a general membership meeting, and may fix penalties for violation of such rules and regulations and enforce the same. Section 9. Express Powers. It shall be the duty of the Board of Directors to cause to be kept a complete record of all its acts and of the corporate affairs. Section 10. Vacancies. In the event of a vacancy occurring by reason of the resignation, removal from office as provided in Section II of this Article, death or otherwise, of a director, the remaining voting directors, although less than a quorum, may by a majority vote elect a successor or successors. Section 11. Removal of Directors. Any director may be removed from office, with our without cause, by the vote or written consent of a majority of the members. Section 12. Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the Board, designate one or more committees, each consisting of two or more members which may act by a majority of said members. Each committee shall have such powers of the Board and otherwise as provided in the resolution establishing such committee. The rules promulgated by these Bylaws with respect to meetings of directors, notice, quorums, voting, and other procedures at such meetings shall be applicable to meetings of any committees established by the Board of Directors. The Board of Directors shall immediately appoint a swimming pool committee to develop contingency plans, cost estimates, pro forma budgets, and such other information as may be required by the Board of Directors for its use in determining the special swimming pool assessment to be presented at a special meeting of the membership for consideration as required by Article II of these Bylaws. Section 13. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee established by the Board may be taken without a meeting, if written consent setting forth the action so taken, shall be signed by all the voting directors on the Board of Directors or by all the members of such committee, as the case may be, and such written consent is filed with the minutes of the proceedings of the Board or the committee, as the case may be. Section 14. Liability. In the absence of fraud or bad faith, the directors shall not be personally liable for the debts, obligations or liabilities of the Corporation. ARTICLE VI OFFICERS Section 1. Officers. The officers of the Corporation shall be a President, one or more Vice Presidents, if the Board so designates, a Secretary and a Treasurer who shall be elected by the Board of Directors at its Annual Meeting or at a special meeting of the Board of Directors called for the purpose if for any reason officers should not be elected at said Annual Meeting. Such officers shall hold office until the next Annual Meeting of the Board of Directors and until their successors are elected and qualified. Any two or more of said offices may be held by one person at the same time, except that the President shall not be also the Secretary. Section 2. President. The President shall be the chief executive officer of the Corporation, and when present shall preside at all meetings of the members and at meetings of the Board of Directors; shall have general supervision of the affairs of the Corporation; shall sign or countersign all certificates, contracts and other instruments of the Corporation as authorized by the Board of Directors, unless not required by such authorization; shall make reports to the directors and members; and shall have all other duties and powers as are incident to his office or properly prescribed by the Board of Directors. Section 3. Vice President. The Vice President, if there is one, or if there is more than one Vice President, the Vice President designated by the Board of Directors, shall exercise all the functions and perform all the duties of the President in his absence, except as especially limited by the Board of Directors. The Vice President or Vice Presidents, if any, shall perform such other duties as may be properly required by the Board of Directors. Section 4. Secretary. The Secretary shall keep the minutes of all meetings, shall have custody of the seal and the corporate minute book, shall sign with the President such instruments as require such signature, shall record in a book kept for that purpose the names of all members of the Corporation, together with their addresses as registered by such members, and shall make such reports and perform such other duties as are incident to his office or properly required of him by the Board of Directors. The Assistant Secretary, or if there is more than one Assistant Secretary designated by the Board of Directors, or if there is no Assistant Secretary, a secretary pro tempore, shall exercise all the functions and duties of the Secretary in his absence, except as specially limited by the Board of Directors. Section 5. Treasurer. The Treasurer shall have the custody of all monies of the Corporation and shall keep regular books of account and balance the same each month, and shall cause an annual audit of the Corporation's books to be made by an accountant at the completion of each fiscal year. He shall prepare an annual budget for the coming year and an annual balance sheet and income statement for the previous year which shall all be mailed to the members. He shall sign or countersign such instruments as require his signature, and shall perform such other duties as are incident to his office or properly required of him by the Board of Directors. Section 6. Substitution. Any officer of the Corporation may be expressly authorized by the Board of Directors to perform any function which is usually performed by any other officer. Section 7. Removal from Office. Any officer may be removed from office by a majority vote of the Board of Directors at any lawful meeting; and any vacancy in any of the offices described in this Article, however caused, may be filled by the Board of Director at any lawful meeting. ARTICLE VII REIMBURSEMENT AND INDEMNIFICATION Any person made a party to any action, suit or proceeding, civil or criminal, by reason of the fact that he (or a person of whom he is the legal or personal representative or heir, distributee, or legatee) is or was a director, officer, employee, or member of a committee of the Corporation, or of any corporation which he served as such at the request of the Corporation, shall be indemnified by the Corporation to the full extent and amounts permissible under Section 22-2611 of the Georgia Code Annotated. ARTICLE VIII BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors and shall keep at the registered or principal office a record giving the names and addresses of the members. All books and records of the Corporation may be inspected by any member, agent, or attorney for any proper purpose. ARTICLE IX FISCAL YEAR The fiscal year of the Corporation shall be such period as the Board of Directors shall determine, but unless otherwise so determined, shall begin of the first day of January of each year. ARTICLE X CORPORATE SEAL The seal of the Corporation shall consist of an impression bearing the name of the Corporation around the perimeter and the word "Seal" and the year of incorporation in the center thereof. ARTICLE XI AMENDMENTS The Bylaws of the Corporation shall be subject to alteration, amendment or repeal, and new Bylaws not inconsistent with any statutory provision or with any provision of the Articles of Incorporation may be made by the affirmative vote of two-thirds of the membership. Provided, however, the membership shall not be entitled to alter, amend, or repeal Article II of these Bylaws, nor shall they be entitled to adopt any Bylaw which shall be inconsistent with Article II, unless simultaneously therewith or prior thereto a corresponding change shall have been made in the provisions of the Articles of Incorporation. In addition, no amendment shall be made to the Bylaws of the Corporation which shall have the effect of changing the membership in the Corporation from voluntary to mandatory without the consent of both the Veteran's Administration and the Federal National Mortgage Association. ARTICLE XII RULES OF ORDER The rules contained in Robert's Rules of Order Revised shall govern this Corporation in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws or the special rules of order of this Corporation.
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