Swim and Tennis Club Bylaws

Section 1. The corporate name shall be OAK MEADOW SWIM CLUB and the purpose for which the corporation is formed is to maintain and operate a club and facilities for swimming and other sports for the use by and entertainment of the members and their guests.

Section 2. The domicile and place of business of the corporation shall be in San Antonio, Bexar County, Texas, wherein it shall also maintain a business office.

Section 3. All revenues from every source shall be used for the purpose of purchasing and operating the property and facilities of the corporation, and the repair, maintenance and improvement, or betterment of the same, and for such other purposes as the Board of Directors may direct, provided that no profits shall be distributed to or for the benefit of members.

a. Regular Membership - Owner-residents who reside in the Oak Meadow subdivision, and owner non-residents who have maintained active membership.

b. Associate Membership - Non-owner residents who reside in the Oak Meadow subdivision and non-residents who live outside the Oak Meadow subdivision. These memberships must be approved by the Board of Directors and reviewed annually .

An owner-resident member who moves from, but continues to own his home in Oak Meadow may retain his membership by paying 25% of the annual dues each year he is absent until he returns to his residence in Oak Meadow.

Section 2. Each application for membership shall be in writing and in the form prescribed by the Board of Directors. Such application shall be filed with the Club Manager, together with payment of the required fee.

Section 3. Each member shall be issued a certificate or other written instrument evidencing membership rights and which entitle such member to the full use of the Club facilities. The certificate shall be non-negotiable and non-transferable.

Section 4. Each person elected to membership shall be notified thereof in writing and his/her acceptance of membership

shall include his/her obligation and agreement to abide by and conform to the bylaws and rules and regulations promulgated by the Board of Directors in all respects, and to promptly pay all dues and charges incurred by him/her. Each person elected to membership must within thirty

(30) days after receipt of notice thereof, pay to the corporation such amounts as are then payable as initiation fees and dues, including all taxes due thereon, and until these payments are made the newly elected member shall not be entitled to the privileges of membership. Failure to pay such amounts within thirty (30) days shall, at the option of the Board of Directors of the corporation, render his election to membership void and of no effect.

Section 5. Each member in good standing, and the members of his/her immediate family, shall be entitled to the use and enjoyment of the property and facilities of the corporation, including the clubhouse and grounds, subject to the bylaws and rules and regulations of the corporation.

Section 6. Persons who are not members shall never have access to the properties or facilities of the corporation except as guests of members.

Section 7. Guests shall be invitees of members and must be accompanied by such member or enjoying the privileges of a guest card or otherwise as directed by the Board of Directors. Guests

shall at all times comply with the bylaws of the corporation and all rules and regulations passed by the Board of Directors.

Section 8. Any member, guest or visitor may be suspended or expelled or denied the use of the facilities and properties of the corporation, the clubhouse, or grounds by the Board of Directors for conduct prejudicial or injurious to the interests of or to the good order, peace and welfare of the club. The Board of Directors shall be the sole judges of which constitutes such conduct.

Section 9. Whenever the dues or other indebtedness of member shall remain unpaid for twenty (20) days after becoming due, and notice thereof sent to such member, then a second or warning notice shall be sent to such delinquent. If the name of the delinquent member and the amounts due shall, at the option of the Board of Directors, be posted on the bulletin board in the clubhouse. Thereafter, if the indebtedness remains unpaid for thirty (30) days, the delinquent member shall be, at the option of the Board of Directors, suspended from membership and notice of such suspension shall be sent to him/her.

Section 10. No member who is suspended, expelled or resigns from the corporation will be entitled to the return of his/her initiation fee or any other moneys paid by him/her to the corporation.

Section 11. The annual meeting of members for the election of Directors and the transaction of other business shall be held in October of each year on a day, time, and place as directed by the Board. At this meeting the members shall, by majority vote, elect replacement members of the Board of Directors for the ensuing year. The officers shall present their annual reports and other business shall be transacted as may properly come before the meeting.

Section 12. Members will be notified prior to these general membership meetings.

Section 13. Special meetings of the members to present recommendations to the Board of Directors may be called upon the request in writing to the Board of Directors of (50) members.

Section 14. The Board of Directors is given the right to determine the agenda and order of business of all meetings of the members and such meetings shall be conducted under Roberts Rules of Order as governing the procedure of matters before the meeting.

Section 15. Members may request to appear before the Board of Directors by submitting a written request to the secretary by the first Monday of the month. The request should contain the subject of the appearance and a list of not more than three members appearing. Each subject will be allowed fifteen minutes for presentation.

Section 16. Members may secure a copy of the minutes from the previous meeting by submitting a written request to the secretary within ten days of the meeting. An administrative charge for such requests is authorized.

Section 1. The property, facilities, and affairs of the corporation shall be completely and fully managed and controlled by the Board of Directors and the Board shall have the power to adopt bylaws, rules and regulations governing the conduct of the affairs of the corporation. Provided, however, the Board of Directors shall not have the power to adopt bylaws which would limit the right of members to elect members to the Board of Directors annually, as specified in Article II. The membership of the Board of Directors shall be nine (9) elected Directors. The term of office for elected Directors shall be two (2) years with five (5) Directors elected in odd-numbered years and four (4) Directors elected in even'-numbered year's. The number of elected Board members may be increased or decreased from time to time by amendment to the bylaws. The original owner of the facility shall designate a representative to serve as an advisor to the Board of Directors. Chairman of Committees who are not serving as Directors shall be ex officio members of the Board without vote.

Section 2. The Board of Directors shall set all initiation fees and all other charges to be made by the corporation

Section 3. Any regular member of the corporation in good standing is eligible to serve an the Board of Directors.

Section 4. The election of Directors shall occur at the annual meeting of the members in October. Each Director shall hold office for the term for which he/she is elected and until his/her successor shall have been elected and qualified.

Section 5. A majority of the elected Directors shall constitute a quorum for the transaction of business. The act of the majority of the elected Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Only elected Directors may vote on matters before the Board.

Section 6. The Board of Directors shall regularly meet once each month on a day, time and place as decided by the Board of Directors. Special meetings of the Board of Directors may be held at the call of the President or of two members of the Board. Notice of regular meetings need not be given, but notice of special meetings shall be given in writing to each of the Board of Directors stating the time, place, and purpose of the special meeting. The first meeting of the Board of Directors shall take place within a week of the October meeting of the members. At this meeting the new Board of Directors shall receive reports of the operation of the corporation for the preceding year from the officers of the retiring Board of Directors. The new Board shall elect the officers of the corporation to serve for the ensuing year and shall transact such other business as may properly come before the meeting.

Section 7. The Board of Directors may from time to time provide for the establishment of Standing, Special, and Ad Hoc Committees to assist the Board in conducting the business of the Club.

(1) The Chairman (used without reference to the sex of the incumbent) of each Committee will be appointed by the President with the consent of the Board of Directors. Chairmen will serve at the pleasure of the Board and may be removed from office by vote of the Board.

(2) The Chairman of each Committee will meet with the Board at least quarterly to provide a report of the activities of their Committee.

(3) Unless otherwise specified by the Board, the Chairman of a committee will select the members of his/her Committee without action by the Board.

(4) The Chairman of a Committee which has been granted the authority to expend or collect funds on behalf of the Club will maintain complete financial records of all such transactions and shall provide a written report of all Committee financial matters upon request of the Board or annually, whichever is more frequent. The Chairman will obtain funds for expenditures and deposit funds collected in the manner specified by the Board.

(5) Unless specifically provided for by the Board of Directors, the authority of Committees shall be limited to the development of recommendations for action by the Board and the planning of expenditures and collections of funds in support of general programs approved by the Board. Any debt incurred outside the Committee's approved budget and in excess of funds raised by the Committee will be the personal responsibi1ity of the individual who wrongfully incurs that debt.

(6) Committee chairmen will be responsible for obtaining waivers of liability for Committee functions as advised by the Legal Affairs Committee.

Standing Committees are those Committees for which year-round business exists or for which funds will be routinely budgeted each year, or both. The following Standing Committees are hereby established.

The functions of the Tennis Committee will include, but not necessarily be limited to:

(a) Reviewing and recommending changes in the rules for the utilization of the tennis courts and submitting them to the Board for approval, distribution, and enforcement.

(b) Encouraging responsible utilization of the tennis courts, to include establishment of leagues and sponsoring of tournaments. The scheduling of leagues and tournaments will be approved in advance by the Board of Directors.

(c) Making recommendations to the Physical Plant Committee for acquisition of new Physical plant or new equipment and for major repair work which is needed to keep the courts in safe playing condition. No equipment shall be installed, regardless of the source of funds for the equipment, without the specific approval of the Board.

The functions of the Playground Committee will include, but not necessarily be limited to:

(a) Developing rules for the utilization of playground equipment and land and submitting them to the board for approval, distribution and enforcement.

(c) Making recommendations to the Physical Plant Committee for acquisition of new physical plant or new equipment. No equipment shall be installed, regardless of the source of funds for the equipment, without the specific approval of the Board.

The function of the Swim Team Committee will include, but not necessarily be limited to:

(b) Assisting the Club Manager in the recruiting and selection of a Swim Team coach.

(c) Assisting in recruiting Swim Team members, to the extent requested by the coach.

(d) Coordinating transportation and chaperones for swim meets at pools other than the Oak Meadow Swim Club.

(e) Supporting the coach in fulfilling requests for special assistance which might be needed from time to time.

(f) Sponsoring an end-of-season party of modest proportions for the Swim Team and members of the Swim Team Committee.

The functions of the Social Committee will include, but not necessarily be limited to:

(a) Developing a program of social activities which appeal to a broad spectrum of Club members.

(b) Assisting in the social activities of the various Committees of the Club when requested and if deemed appropriate by the Chairman of the Social Committee.

Special Committees are those Committees for which either year-round business does not exist or for which funds will not be routinely budgeted each year, or both. They will usually have a limited function and will be granted a budget by the Board from discretionary Board funds as the

need arises. Chairmen of Special Committees will usually be appointed from the elected membership of the Board of Directors. The following Special Committees are hereby established.

The Finance Committee will be chaired by the Treasurer and its functions will include, but not necessarily be limited to:

(a) Assisting the Treasurer in preparing the proposed budget each year for submission to the Board for approval.

(b) Investigating, researching, and making recommendations on financial problems confronting the Club and Board of Directors which may arise from time to time. This function will be facilitated by striving to solicit members for this Committee from among the financial and money-oriented members of the Club, e.g. bankers, accountants, investment counselors, etc.

(c) Performing no less frequently than semiannually a review of the financial records of the Club and recommending an independent audit if indicated.

The Legal Affairs Committee will be chaired by the Vice-President and its functions will include, but not necessarily be limited to:

(a) Investigating, researching, and making recommendations on legal problems, such as waivers of liability, confronting the Club and the Board of Directors which may arise from time to time. Members of this Committee will almost exclusively be attorneys-at-law, although non-attorneys will not be excluded if eager to serve.

(b) Recommending retention of legal counsel to handle legal problems beyond the capabilities and resources of the Legal Affairs Committee and the Board of Directors.

The functions of the Physical Plant Committee will include, but not necessarily be limited to:

(a) Receiving and evaluating recommendations from this and other Committees, the Board, and members of the Club with regard to renovations and major repairs of the existing physical plant.

(b) Receiving and evaluation recommendations from this and other Committees, the Board, and members of the Club with regard to acquisition of capital improvements to the existing physical plant and to the acquisition of new physical plant facilities.

(c) Developing and periodically updating a five-year plan for renovations, major repairs, and acquisition of capital improvements and new physical plant.

(d) Providing program and budget input to the Finance Committee for budgetary planning purposes and to the Legal Affairs Committee for review of possible legal implications of planned actions.

Ad Hoc committees are those committees which will be created by the Board for a specific short-term need. These Committees will be granted a budget from discretionary Board funds as required and will be disbanded by the Board or converted to a Standing or Special Committee, as appropriate.

Section 1. The officers of the corporation shall consist of a President, a 1st Vice-President, a 2nd Vice-President (in charge of membership), a Secretary, Treasurer, and such other officers and assistants as may be deemed necessary, each of whom shall be elected at the annual meeting of the Board of Directors or at any other meeting of the Board of Directors.

Section 2. The officers shall be elected at a meeting of the Board of Directors. To be elected, each officer shall receive a majority vote of the elected Directors present at the meeting, a quorum being present. Each officer shall be elected for a term not exceeding one (l) year and until his successor shall have been elected and qualified, or until his resignation or removal. Further provided, that nothing herein shall be inconsistent with applicable law.

Section 3. The President shall be the chief executive officer of the corporation. 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 the affairs of the corporation.

Section 4. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and he shall also per-form such other duties and have such other powers; as the Board of Directors may from time to time prescribe.

Section 5. The Secretary shall record all the proceedings of meetings of the Board of Directors in a book to be kept for that purpose, and shall perform all other duties usually incident to such office or which may be delegated to him by the Board of Directors.

Section 6. The Treasurer shall cause to be kept regular books of account of the corporation's funds and property and shall perform all other duties usually incident to such office or which may be delegated to him by the Board of Directors.

Section 7. The other officers shall exercise such powers and perform such duties as may be delegated to them by the Board of Directors.

Section 1. Any Director or officer of the corporation may resign at any time. Such resignations shall be made in writing and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Section 2. Vacancies in the office of any officer shall be filled by the affirmative vote of the remaining Directors, though less than a quorum. A Director or an officer elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 1. Notice and waiver of notice. Whenever any notice is required by these bylaws, the notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail in a sealed postpaid envelop, addressed to the person entitled thereto, at his last known address, and such notice shall be deemed to have been given on the day of such mailing. Any notice required to be given may be waived by the person entitled thereto by waiver thereof in writing, signed by the person or persons entitled to such notice, either before or after the time stated therein.

The bylaws may be altered, amended, repealed or suspended by a majority vote of the Directors of the corporation at any regular or special meeting of the Board of Directors, provided that notice in writing or the character of the proposed amendment shall have been mailed to each Director at least seven (7) days before such amendment is acted upon.

This is the third reprinting of the original bylaws, dated 18 May 1978 and incorporating amendments dated March 16, 1983 and March 21, 1988. These bylaws are approved by the undersigned Board of Directors.

Section 1. The Club membership shall consist of four classifications: (Classifications a, b and c, as previously defined.)

d. Limited Swim Team Membership: Resident or non-resident of Oak Meadow subdivision who is not otherwise a member of the Oak Meadow Swim Club as defined above. This selective membership shall be determined after enrollment by an above member with the Oak Meadow Swim Team. Such membership shall be assessed a nonrefundable fee as established annually by the Board of Directors.

Section 6. Limited Swim Team Members shall have access to the pool property and facilities of the corporation only during practice, competition, or social events as designated by the Oak Meadow Swim Team coach or official. At other times Limited Swim Team Members and others who are not members shall not have access to the properties or facilities of the corporation except as guests of members.

No member who is suspended, expelled or resigns from the corporation (by free will or change of- residence) will be entitled to the return of his initiation fee or any other moneys paid by him to the corporation. In the event of a change of residence, the remainder of the current resident's membership may be transferred to the new resident. A membership transference form must be completed by all parties involved in the transference & approved by the current Pool Manager. Any moneys’ exchanged between the parties involved is not the responsibility of the OAK MEADOW SWIM CLUB.

No member who is suspended, expelled or resigns from the corporation (by free will or change or residence) will be entitled to the return of his initiation fee or any other moneys paid by him to the corporation. In the event of a change of residence, the remainder of the current resident's membership may be transferred to the new resident. If the current resident is a Charter Member, their initiation fee may also be transferred. A membership transference form must be completed by all parties involved in the transference & approved by the current Pool Manager. Any moneys’ exchanged between the parties involved is not the responsibility of the OAK MEADOW SWIM CLUB.

OAK MEADOW SWIM CLUB BYLAWS

Revision dated January 30, 1998

ARTICLE II, Section 3 currently reads:

Each member shall be issued a certificate or other written instrument evidencing membership rights and which entitles such member to the full use of the Club facilities. The certificate shall be non-negotiable and non-transferable.

ARTICLE II, Seedol3 revision:

Each member shall be issued a certificate or other written instrument evidencingmembership rights and which entitles such member to the full use of the Club facilities.

While writing the revision to this section, several options became apparent. I have included all options, so that we may discuss which may be the most practicable & enforceable.

ARTICLE II, Sectiol10 currently reads:

No member who is suspended, expelled or resigns from the corporation will be entitled

to the return of his initiation fee or any other moneys paid by him to the corporation.

ARTICLE II, Section 10 revision #1:------------------------------------------------

A membership transference form must be completed by all parties involved in the transference & approved by the current Pool Manager. Any money’s exchanged between the parties involved is not the responsibility of the OAK MEADOW SWIM CLUB.

ARTICLE II, Section 10 revision #2:

No member who is suspended, expelled or resigns from the corporation (by free will or change or residence) will be entitled to the return of his initiation fee or any other moneys paid by him to the corporation. In the event of a change of residence, the remainder of the current resident's membership may be transferred to the new resident. Similarly, a current resident/landlord may purchase a 6 or 12-month membership as a purchase/rental incentive. A membership transference form must be completed by all parties involved in the membership transference/incentive membership & approved by the current Pool Manager. The purchase of an incentive membership, does not entitle the current resident/landlord to membership privileges and the new resident's/owner's membership begins when the transference/incentive form is completed. Any moneys exchanged between the parties involved is not the responsibility of the OAK MEADOW SWIM CLUB.

-ARTICLE II, Section 1 currently reads:

The Club membership shall consist of two classifications:

a. Regular Membership -- Owner-residents who reside in the Oak Meadow subdivision and owner non-residents who have maintained active membership.

b. Associate Membership -- Non-owner residents who reside in the Oak Meadow subdivision and non-residents who live outside the Oak Meadow subdivision. These memberships must be approved by the Board of Directors and reviewed annually.

a. Regular Membership -- Owner-residents who reside in the Oak Meadow subdivision and owner non-residents who have maintained active membership.

b. Associate Membership -- Non-owner residents who reside in the Oak Meadow subdivision and non-residents who live outside the Oak Meadow Subdivision. These memberships must be approved by the Board of Directors and reviewed annually.

c. Incentive Membership -- may be purchased by current resident/landlord for 6 or 12 months (prorated + 10%), for the new resident/owner as a purchase/rental incentive. See ARTICLE II, Section 10.