By-Laws of the Winchester Swim and Tennis Club, Inc.

ARTICLE I

Provisions of the Agreement of Association Made Controlling
The name, location of principle officers, and purposes of the club shall be as set forth in the Agreement of Association; and these by-laws, the powers of the club, and of its directors and members, and all matters concerning the conduct and regulation of the business of the club, shall be subject to such provisions in regard thereto, if any, as are set forth in the agreement of Association; and the Agreement of Association is hereby made part of these by-laws.

All references in these by-laws to the Agreement of Association shall be construed to mean the Agreement of Association of the club as from time to time amended.

ARTICLE II

Members
The members of the club shall be the signers of the Agreement of Association of the club and such other persons, as may from time to time be elected as members of the club by the Board of Directors, or by the admissions committee, if the Board of Directors, or by the admissions committee, if the Board of Directors shall authorize the admissions committee to elect members.

The classes of membership, and the privileges and obligations of holders of memberships, shall be from time to time fixed by the Board of Directors. The Board of Directors shall likewise prescribe conditions for the posting or publication of the names of persons proposed for membership.

The Board of Directors, by a vote of at least 2/3 of the entire board, may suspend or expel any member of the club who, on his/her application for membership, has concealed facts which, in the opinion of at least 2/3 of the entire board, if known, would have resulted in denial of the application for membership.   The Board of Directors, by a vote of at least 2/3 of the entire board, may reinstate a suspended or expelled member.

ARTICLE III
There shall be such kinds and amounts of fees and dues as the Board of Directors may, by a vote of at least 2/3 of the entire board, waive or remit any entrance fee or dues in any case deemed by the Board of Directors to be special.

ARTICLE IV

Meetings of Members
The annual meeting of the members shall be held in Winchester, Massachusetts, in October of each year, at such place, day, and hour as may be specified in the notice of the meeting. Purposes for which an annual meeting is to be held, additional to those prescribed by law or by these by-laws, may be specified by a vote of the Board of Directors, or by writing signed by the President, or by a majority of the directors.

A special meeting of members may be called at any time by the President, or by two or more directors, or by twenty or more members entitled to vote at the meeting, and may be held at such time, not earlier than twenty days after the date of such call, and at such place within Winchester, Massachusetts, as may be specified in the call. Such call shall state the time, place, and purposes of the meeting.

A written notice of each meeting of the members, stating the place, day, and hour thereof, and the purposes for which the meeting is to be held, shall be given by the Secretary, or, if the Secretary shall fail or refuse to give such notice, by any other officer, at least seven days before the meeting to each member by mail, addressed to him/her at the last known address. No notice of the time, place, or purpose of any annual or special meeting of the members, shall be required, if every member entitled to vote at such meeting, is present or represented by proxy thereat.

At the meeting of the members, twenty of the members either present or represented thereat, entitled to vote, shall constitute a quorum for the consideration of any question that may properly come before such meeting, but a less number may adjourn such meeting from time to time and the meeting may be held, as adjourned, without further notice. When a quorum is present at any meeting, a majority of the members entitled to vote, present or represented thereat, shall, except where a larger vote is required by law, or by these by-laws, decide any question properly brought before such meeting.

ARTICLE V

Voting and Proxies
Each member shall have one vote. Members may either vote in person, or by proxy in writing, dated not more than six months before the meeting named therein, which shall be filed with the meeting or any adjournment thereof, before being voted. Such proxies shall entitle the holders thereof to vote at any adjournment of such meeting, but, shall not be valid after the adjournment of such meeting.

ARTICLE VI

Board of Directors
There shall be not fewer than four nor more than eight directors, who shall be chosen from persons nominated, as provided in Article XI hereof, at the annual meeting of the members, or at any special meeting held in place thereof by the members present or represented thereat. The President, Treasurer, and Secretary of the club, while in office as such, shall also be directors. At the first meeting of the incorporators, six directors shall be elected, three to hold office until the first annual meeting of members, and each until his successor is chosen and qualified, subject to law, to the Agreement of Association, and to the other provisions of these by-laws.

The number of elected directors for each corporate year shall be fixed at any even number within the limits above specified, at the meeting at which directors are elected. The members may, at any special meeting held for the purpose during any such year, increase or decrease, to any even number within said limits, the number of elected directors as thus fixed. In the event that the number of elected directors should be changed at any meeting, directors shall be elected, from persons nominated as provided in Article XI thereof, or removed so that one half of the number of elected directors so fixed shall be elected to hold office until the annual meeting of members next following such meeting, and one half of such number shall be elected to hold office until the second annual meeting to follow such meeting; each director so elected to hold office until his/her successor is chosen and qualified, subject in each case to law, to the Agreement of Association, and to these by-laws.

Elected directors shall be members of the club; and if the membership of an elected director terminates for any reason, his/her term of office as director shall end thereupon.

ARTICLE VII

Powers of Directors
The Board of Directors shall have and may exercise all of the powers of the club, except such as are conferred upon the members of the club by law, or expressly by the Agreement of Association, or by these by-laws, and may exercise such powers itself or by such officers or agents as it may authorize or appoint.

ARTICLE VIII

Board of Directors’ Meetings
Regular meetings of the Board of Directors may be held without call or formal notice, at such places and at such times as the board may by vote from time to time determine. A regular meeting of the Board of Directors may be held without call or formal notice, immediately after and at the same place, as the annual meeting or special meeting of the members.

Special meetings of the Board of Directors may be held at any time and at any place when called by the President, Treasurer, or two or more directors, reasonable notice thereof being given to each director by the Secretary, or, in the case of death, absence, incapacity, or refusal of the Secretary, by the officer or directors calling the meeting; or at any time without call or formal notice, provided all the directors are present or waive notice thereof, by writing which is filled with the records of the meeting. In any case, it shall be deemed sufficient notice to a director to send notice by mail at least forty-eight hours, or by telegram at least twenty-four hours before the meeting, addressed to him/her at his/her usual or last known business or resident address.

Except as otherwise provided by law, by the Agreement of Association, or by these by-laws, any action required or permitted to be taken at any meeting of the directors, may be taken without a meeting, if a written assent thereto is signed by all the directors, and such written assent is filed with the minutes of the directors. Such assent shall be treated as a vote for all purposes.

ARTICLE IX

Quorum of the Board of Directors
A majority of the Board of Directors shall constitute a quorum for the transaction of business, except as provided in Article VII, but less number may adjourn any meeting from time to time, and the meeting may be held as adjourned without further notice. When a quorum is present at any meeting, a majority of the members in attendance thereat shall, except where a larger vote is required by law, by the Agreement of Association or by these by-laws, decide any question brought before such meeting.

ARTICLE X

Officers and Committees
The officers shall be a President, a Treasurer, a Secretary, and such other officers as the Board of Directors may in its discretion appoint. The President, Treasurer, and Secretary shall also be directors, and shall be chosen from persons nominated, as provided in Article XI below, at the annual meeting of the members, or at any special meeting held in place thereof, by the members present or represented thereat. Each officer shall office until the next annual meeting of members and until his/her respective successor is chosen and qualified, subject to law, to the Agreement of Association, and to the other provisions of these by-laws. No person may hold more than one of the offices named above, but subject thereto and so far as permitted by law, any two or more offices may be held by the same person. Each officer shall subject to these by-laws, have in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his/her office, and such duties and powers as the Board of Directors may from time to time designate.

The President shall: be the chief executive officer of the club, except as otherwise voted by the Board of Directors, preside at all meetings of the members and of the Board of Directors at which he/she is present, and have custody of the treasurer’s bond.

Any Vice-President shall have such powers as the Board of Directors shall from time to time designate.

The Secretary shall keep the Agreement of Association, an attested copy of the Articles of Organization, and articles in amendment of said agreement or of said articles, and of these by-laws, with a reference on the margin of these by-laws, with a reference on the margin of these by-laws to all amendments thereof, and a true record of all meetings of the members and directors in a book to be kept therefore, which shall be open at all reasonable times to the inspection of any member or director. In the absence of the Secretary at any such meeting, a temporary secretary shall be chosen, who shall record the proceedings of such meeting in the aforesaid book. The Secretary shall also keep, or cause to be kept, at an office of the club, in the Commonwealth of Massachusetts, a complete list of all members and their addressed for the inspection of the members.

The Treasurer shall, subject to the direction and under the supervision of the Board of Directors, have general charge of the financial concerns of the club, and the care and custody of the funds and valuable papers of the club, except his/her own bond. He/She shall have power to endorse for deposit or collection all notes, checks, drafts, and other obligations for the payment of money payable to the club or its order, and to accept drafts on behalf of the club. He/She shall keep, or cause to be kept, accurate books of account, which shall be the property of the club. If required by the Board of Directors, he/she shall give bond for the faithful performance of his/her duty in such form, in such sum, and with such sureties as the Board of Directors shall require.

Any assistant treasurer shall have such powers as the Board of Directors shall from time to time designate.

The committees shall be: an Admissions Committee, a Nominating Committee, and any other such committees as the Board of Directors may establish. Any such other committee shall be composed of such number of persons, appointed or chosen in such manner, and shall have such powers and duties as the Board of Directors may determine, provided that no other rule or regulation, adopted or proposed, or any fee or other charge imposed, by any such other committee shall take effect, unless and until it shall have been approved by the Board of Directors. Vacancies in the membership of any committee, however occurring, shall be filled by the Board of Directors or by the President, as the case may be.

The Admissions Committee shall be composed of such number of members as the Board of Directors shall from time to time determine, and shall be appointed annually by the Board of Directors at its first meeting following each annual meeting of members special meeting held in place thereof. The chairman and at least one fifth of the other members of the Admissions Committee shall be directors. The Admission Committee may, if the Board of Directors shall so authorize, establish requirements and procedures for applications received. If the Board of Directors shall authorize, the Admissions Committee may elect persons as members of the club to such number and upon such conditions, as the Board of Directors shall from time to time determine.

The Nominating Committee shall be composed of five members, shall be appointed annually by the President, with approval of the Board of Directors, within one month after the first meeting of the Board of Directors, following the annual meeting of members or special meeting held in place thereof. The chairman of the Nominating Committee shall be a director who is not an officer, and the other members shall neither be directors nor officers. The nominating committee shall nominate candidates for election as directors and as President, Treasurer, and Secretary at all meetings of members held for the purpose of such elections. Such nominations shall be set forth in writing filed with the Secretary not later than ten days prior to the date on which a meeting for the election of directors or officers is to be held and shall be presented to such meeting.

ARTICLE XI

Nominations for Election as Directors or Officers
Candidates for election as directors, President, Treasurer, and Secretary of the club shall be nominated by the nominating committee, as provided in Article X, and may be nominated by members from the floor at the meeting at which the election is held, provided that no nomination by a member from the floor shall be valid, unless the name of such nominee shall have been set forth in writing, signed by not less than seven members, and filed with the Secretary, not less than ten days prior to the date of the meeting at which an election is to be held. The names of the nominees shall be set forth, indicating as to each nominee whether he/she is proposed by the nominating committee or by members pursuant to this article.

ARTICLE XII

Removals
The members may, at any meeting called for the purpose, by vote of the majority of the entire number of members, remove from office any director or any officer, chosen by the members, and elect his/her successor. The Board of Directors may likewise, by vote of a majority of its entire number, remove from office any officer or agent of the corporation appointed by it.

ARTICLE XIII
If the office of any director, officer, or agent, one or more, becomes vacant by reason of death, resignation, removal, disqualification, or otherwise, the remaining directors, though less than a quorum, may choose by a majority vote of their entire number, a successor or successors, who shall hold office for the unexpired term, subject to the provisions of these by-laws.

ARTICLE XIV

Seal
The seal of the club shall, subject to alteration by the Board of Directors, consists of a flat-faced circular die, with the words “Massachusetts” and “Corporate Seal”, together with the name of the club and the year of its organization cut or engraved thereon.

ARTICLE XV

Execution of Papers
Except as the Board of Directors may generally, or in particular cases, authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations made, accepted, or endorsed by the club, shall be signed by the President or the Treasurer.

ARTICLE XVI

Compensation for Services
No officer or director of the club, who is a member of the club, shall receive any compensation from the club for his/her services as such officer or director, but may be reimbursed for his/her reasonable expenses actually and necessarily incurred in performing his/her duties as such. The Board of Directors may fix the compensation of other officers and agents in such amounts, or at such rates, as it shall deem just and reasonable, commensurate with the services rendered.

ARTICLE XVII

Conflict of Interest
No dealing, contract, or arrangement, entered into by, or on behalf of the club, shall be avoided, or involve any liability for an accounting to the club or otherwise, by reason of the interest therein of any officer, director, or member of the club, either personally, or by reason of his connection with, it interest in, any other corporation or organization interested in any such dealing, contract, or arrangement; provided that the fact of such interest therein of any such officer or director, acting thereon (though not necessarily the nature or extent of such interest) shall first be disclosed or known to the Board of Directors or a disinterested majority thereof.

ARTICLE XVIII

Alcoholic Beverages
No alcoholic beverages shall be sold or served on, or within, any premises owned or occupied by the club. This article may not be amended, modified, repealed, revoked, or stricken out, except by affirmative vote of eighty percent (80%) of the entire number of members cast at a meeting held for the purposes, and upon the recommendation of all the directors in office.

ARTICLE XIX

Fiscal Year
Except as, from time to time, otherwise provided by the Board of Directors, the fiscal year of the club shall end on September 30 of each year.

ARTICLE XX

Amendments
Except, as otherwise provided in Article XVII, any of these by-laws may be altered, amended, or repealed by a majority of the members of the club, at any meeting called for the purpose, of which the notice shall specify the subject matter of the proposed alteration, amendment, or repeal of the article(s) to be affected thereby.