CECC By-Laws

1

BYLAWS
OF COOPER ESTATES CIVIC CLUB, INC.,
a South Carolina nonprofit corporation

Adopted October 30, 2023

Article I

Name, Purpose, Principal Office and Definitions

1.1.       Name.   The name of the corporation is the Cooper Estates Civic Club (“Club”).

1.2        Purpose.   The purpose of the Club is to own and manage a boat landing in the Cooper Estates Subdivision, Mount Pleasant, South Carolina and to conduct social and other charitable activities in connection therewith and to do all things necessary or convenient, and not inconsistent with the law, to further these goals.

1.3        Principal Office. The Principal Office, as required by the South Carolina Nonprofit Corporation Act of 1994, as amended (the “Act”), is in the Town of Mount Pleasant, State of South Carolina.

1.4        Registered Office. The Registered Office as required by the Act is P.O. Box 1408, Mount Pleasant, SC 29464.

1.5        Registered Agent. The Registered Agent shall be the Club’s Secretary.

1.6        Filings. In the absence of directions from the Board of Directors to the contrary, the Secretary of the Club shall maintain currently all filings in respect of the Principal Office, Registered Office and Registered Agent with all governmental officials as required by the Act or otherwise by law.

1.7        Definitions. “Board” means the Board of Directors elected in accordance with Article IV. “Executive Committee” means the Officers of the Club elected in accordance with Article V. “Articles” means the Articles of Incorporation, filed on November 13, 2023.

Article II
Membership

2.1.       Membership Eligibility.   Membership shall be open to all active residents of Cooper Estates subdivision in Mount Pleasant, South Carolina who shall be of good moral character and who pay the initiation fee and dues as provided in Section 6.1. Membership is active as long as the initiation fee and year’s current dues have been paid. Membership is not transferable and is cancelled if the home is: sold, rented, or the current Members move. Membership includes the primary Member and spouse or domestic partners, their children or other family members living at the address.

2.2        Procedures for Becoming a Member.   Applicants for membership shall demonstrate active residency in Cooper Estates and pay a onetime Membership initiation fee and annual dues per subdivision residence as provided in section 6.1. If this fee becomes 30 days delinquent, Membership becomes null and void. If a Member terminates Membership, the Member will have to repay this fee at readmittance. All Members shall be furnished copies of the Bylaws, and Rules and Regulations by the Publication Committee or the Secretary and must abide thereby.

2.3        Resignation of a Member.   A Member may resign at any time; provided however, the resignation of a Member does not relieve the Member from any obligations the Member may have to the Club as a result of obligations incurred or commitments made before such resignation. A Member may resign in good standing from Membership by 1) notifying the Secretary of intent to do so; 2) returning gate key; 3) settling all debts with the Club. The Member may list the circumstances for resignation in the letter if future consideration may be desired for reinstatement.

2.4        Termination, Expulsion and Suspension of a Member.
Members may file complaints with the Executive Committee about the misconduct of another Member. The complainant may remain anonymous. A Member may be expelled or suspended, and a Membership in the Club terminated if not less than fifteen (15) days prior written notice, sent by first class or certified mail of the proposed expulsion, suspension, or termination of a Member and the reason therefore delivered to such Member in accordance with the procedures set forth in 33-31-141 of the Act. Such notice shall set forth the date, place, and time such Member shall be given the opportunity to be heard orally by the Officers of the Club, which shall be not less than five (5) days before the effective date of the expulsion, suspension, or termination. Such notice shall also set forth the address to which and date by which such Member may be heard in writing by the Officers of the Club which shall be not less than five (5) days before the effective date of the expulsion, suspension, or termination. Upon the affirmative vote of three fourths (3/4) of the Officers, the Club, acting in a fair and reasonable manner, taking into consideration all of the relevant facts and circumstances, may expel or suspend a Member, or terminate such Membership. A Member who has been expelled or suspended shall remain liable to the Club for dues, assessments, or fees as a result of obligations incurred or commitments made before such expulsion or suspension. A person whose Membership is terminated may not use the boat landing as the guest of a Member.

Article III

Meetings, Quorum, and Voting

3.1        Annual Meeting.   The Club shall hold an Annual Meeting in the Fall no later than November 30. All Annual Club meetings must meet the minimum quorum attendance requirement. Three Members of the Executive Committee, plus one representative from 15 Member households on the active roll shall constitute a quorum at an Annual Meeting of the Club. The meeting shall be held in such a place as the Executive Committee may designate. The President and Treasurer will give the financial condition of the Club and the yearly budget will be voted on by Membership. Election of Officers and Board of Directors will take place at this
meeting.

3.2        Regular Meeting.   The Club shall hold a Regular Meeting once in the Spring. Three Members of the Executive Committee, plus one representative from 15 Member households on the active roll shall constitute a quorum at a Regular Meeting of the Club. All Regular Club meetings must meet the minimum quorum attendance requirement. The Spring Meeting will be held no later than March 30. The meeting shall be held in such a place as the Executive Committee may designate. The President and Treasurer will give the financial condition of the Club.

3.3        Special Meeting.   Special Meetings of the Club may be called by the President; by three Members of the Executive Committee or by petition of one-fourth of the Membership at a place designated by the President.

3.4.       Committees.   All Standing and Special Committees will convene upon call of the Chairman of the respective committees.

3.5        Meeting Notice.   Oral or written notice of all meetings of Members shall be given no fewer than ten (10) days, or if notice is mailed by other than first class or registered mailed, thirty (30) days, nor more than sixty (60) days before the meeting date by any method permitted under the Act, to all Members of record entitled to vote at such meeting; provided, however, the date upon which such notice shall be deemed effective shall be determined in accordance with Section 3.6. Such notice shall state the date, time, and place of the meeting and, if required by the Act or these Bylaws the purpose or purposes for which such meeting was called. Notice of a meeting of Members need not be given to any Member who, in person or by proxy, signs a waiver of notice either before or after the meeting, and such waiver is delivered to the Corporation for inclusion in the corporate records. To be effective such waiver shall contain statements or recitals sufficient to identify beyond reasonable doubt the meeting to which it applies. Such statements or recitals in such waiver of notice may, but need not necessarily, include reference to the date and purpose of the meeting and the business transacted thereat. Statement or recital of the proper date of a meeting shall be conclusive identification of the meeting to which a waiver of notice applies unless the waiver contains additional statements or recitals creating a patent ambiguity as to its proper application. A Member’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

3.6        Effective Date of Member Notices.   An oral notice is permissible if reasonable under the circumstances and is effective when communicated in a comprehensible manner. Written notice, if in comprehensible form, is effective at the earliest of the following:
When received; Five (5) days after its deposit in the United States mail, if mailed correctly addressed with first class postage affixed; On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or Fifteen (15) days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed. Written notice is correctly addressed to a Member if addressed to the Member’s address shown in the Corporation’s current list of Members. A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to Members constitutes a written notice or report if addressed or delivered to the Member’s address shown in the Corporation’s current list of Members, or in the case of Members who are residents of the same household and who have the same address in the Corporation’s current list of Members, if addressed or delivered to one of such Members, at the address appearing on the Corporation’s current list of Members. If notice is given by telegram, the notice shall be deemed delivered when the telegram is delivered to the telegraph company and the transmission fee therefore is paid. If notice is given by telecopier facsimile transmission, the notice shall be deemed delivered when the facsimile of the notice is transmitted to a telecopier facsimile receipt number designated by the receiving Member, if any, so long as such Member transmits to the sender an acknowledgment of receipt. If the notice is given by electronic mail transmission, the notice shall be deemed delivered when the notice is  transmitted to an electronic mail address designated by the Member, if any, so long as such Member transmits to the sender an acknowledgement of receipt.

3.7        Quorum.   Except as may otherwise be required by the Act, at any meeting of Members the presence of fifteen (15) Members entitled to vote on the matter shall constitute a quorum on that matter. In the absence of a quorum, a meeting may be adjourned from time to time and rescheduled without further notice. At such adjourned meeting a quorum of Members may transact such business as might have been properly transacted at the original meeting.

3.8        Members of Record.   For the purpose of determining Members entitled to vote at any meeting of Members, or in connection with any other proper purpose requiring a determination of Members, the Board of Directors shall fix a record date for such determination. The record date set by the Board of Directors shall be not more than seventy (70) days and not less than ten (10) days before the meeting or action requiring a determination of Members is to occur. After fixing a record date for notice of a meeting, the Secretary shall prepare an alphabetical list of names of all Members who are entitled to notice of the meeting and eligible to vote. Such list of Members shall be available for inspection by any Member for purposes of communication with other Members concerning the meeting, beginning the day after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the Club’s Principal Office. Subject to the limitations of Sections 33-31-720, 33-311602(c) and 33-31-1605 of the Act, as amended, a Member, Member’s agent, or Member’s attorney shall be entitled on written demand, at the Member’s expense, to inspect and copy the list at a reasonable time during the period it is available for inspection. The Club shall make the list of Members available at the meeting, and any Member, a Member’s agent, or Member’s attorney shall be entitled to inspect the list at any time during the meeting or any adjournment. Notwithstanding the foregoing, a Member may inspect and copy the Membership list only if (i) his demand is made in good faith and for a proper purpose, (ii) he describes with reasonable particularity his purpose, and (iii) the list is directly connected with his purpose.

3.9        Voting Privileges and Requirements.   To be eligible to vote at any meeting, or to offer or to second any motion of business a Member must be a property owner identified on a deed as the owner of a single family home in Cooper Estates subdivision. There shall be one vote per property. Voting in person is required. Proxy, absentee, and online voting are not allowed. Vote may be by written ballot, show of hands, roll call, or voice. The President has a tie-breaker vote or votes last in a roll call vote. Members with delinquent dues may not vote. Members who are residents but not owners may not vote but are encouraged to attend meetings and to participate in the discussion and presentation of views.

3.10        Order of Business.   Unless otherwise determined by the President, the order of business at the annual meeting, and insofar as practicable at all other meetings, shall be as follows:
1. Determination of a quorum
2. Reading and disposal of all unapproved minutes
3. Reports of Officers
4. Unfinished business, if applicable
5. New business
6. Adjournment
Unless determined otherwise by the chairman of the meeting, or unless required by a specific rule to the contrary in these Bylaws, the Articles, or the Act, meetings shall be required to be held in accordance with rules of parliamentary procedure.

Article IV
Directors

4.1        Authority.   The Board of Directors shall have ultimate authority over the conduct and management of the business and affairs of the Club. The Board of Directors shall have the authority to audit the books of the Club whenever they desire but shall audit at the end of each calendar year.

4.2        Qualification.   All Directors shall be natural persons, voting Members in good standing and should be familiar with the operations of the Club.

4.3        Number and Tenure.   The number of Directors shall be three (3). The President and Vice-President shall serve concurrently as Directors for one year. One (1) Director shall be elected directly for that position for a term of two years. Terms of Directors begin January 1. The term of a Director may not exceed five (5) years. A Director may be elected for successive terms.

4.4        Resignation of Directors.   A Director may resign at any time by delivering written notice to the Board of Directors, its presiding Officer, the President, or the Secretary. A resignation is effective when the notice is effective unless the notice specifies a later date.

4.5        Removal.   Any Director may be removed from office, with or without cause, by the Members of the Club. Removal is effective if the number of votes cast to remove the Director would be sufficient to elect the Director at a meeting to elect Directors.

4.6        Vacancies.   The Members, not the Board of Directors, shall elect a new Director to fill any vacancy on the Board of Directors in the same manner and subject to the same restrictions and voting rights as apply to the election of the Director whose removal, resignation, death, or newly created directorship created the vacancy.

4.7        Annual and Regular Meetings.   An annual meeting of the Board of Directors shall be called and held for the purpose of annual organization and transaction of any other business. If such meeting is held promptly after and at the place specified for the annual meeting of Members, no notice of the annual meeting of the Board of Directors need be given. Otherwise, such annual meeting of the Board of Directors shall be held at such time (at any time prior to and not more than thirty (30) days after the annual meeting of Members) and place as may be specified in the notice of the meeting. The Board of Directors may by resolution provide for the holding of additional regular meetings without notice other than such resolution; provided, however, the resolution shall fix the dates, times, and place which shall be in Mount Pleasant, South Carolina for such regular meetings. Except as otherwise provided by law, any business may be transacted at any annual or regular meeting of the Board of Directors.

4.8        Special Meetings: Notice of Special Meeting.   Special meetings of the Board of Directors may be called for any lawful purpose or purposes by the President, the presiding Officer of the Board of Directors, or at least twenty percent (20%) of the Directors then in office. The person calling a special meeting shall give, or cause to be given, to each Director at his business address, notice of the date, time and place of the meeting by any means of communication acceptable under the Act not less than two (2) Chapter 26 394 days prior thereto. An oral notice is permissible if reasonable under the circumstances and is effective when communicated in a comprehensible manner. Written notice, if in comprehensible form, is effective at the earliest of the following:
When received; Five (5) days after its deposit in the United States mail, if mailed correctly addressed with first class postage affixed; On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee or Fifteen (15) days after its deposit in the United States mail, if mailed correctly addressed and with other than first class, registered, or certified postage affixed.

Written notice is correctly addressed to a Director if addressed to the Director’s business address shown in the Corporation’s current records. If notice is given by telegram, the notice shall be deemed delivered when the telegram is delivered to the telegraph company and the transmission fee therefor is paid. If notice is given by telecopier facsimile transmission, the notice shall be deemed delivered when the facsimile of the notice is transmitted to a telecopier facsimile receipt number designated by the receiving Director, if any, so long as such Director transmits to the sender an acknowledgment of receipt. If the notice is given by electronic mail transmission, the notice shall be deemed delivered when the notice is transmitted to an electronic mail address designated by the Director, if any, so long as such Director transmits to the sender an acknowledgement of receipt. The notice of a special meeting shall describe the purpose of such special meeting. Any time or place fixed for a special meeting must permit participation in the meeting by means of telecommunications as authorized below.

4.9        Waiver of Notice of Meetings.   Notice of a meeting need not be given to any Director who signs a waiver of notice either before or after the meeting. To be effective the waiver shall contain recitals sufficient to identify beyond reasonable doubt the meeting to which it applies. The recitals may, but need not necessarily, include reference to the date and purpose of the meeting and the business transacted thereat. Recital of the proper date of a meeting shall be conclusive identification of the meeting to which a waiver of notice applies unless the waiver contains additional recitals creating a patent ambiguity as to its proper application. The attendance of a Director at a Director’s meeting shall constitute a waiver of notice of that meeting, except where the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with the Act, these Bylaws, or the Articles, objects to lack of notice and does not thereafter vote or assent to the objected action.

4.10        Participation by Telecommunications.   Any Director may participate in, and be regarded as present at, any meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting can hear each other at the same time.

4.11        Quorum.   Two (2) directors of the Directors in office immediately before the meeting shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

4.12        Action.   The Board of Directors shall take action pursuant to resolutions adopted by the affirmative vote of a majority of the Directors participating in a meeting at which a quorum is present, or the affirmative vote of a greater number of Directors where required by the Articles, these Bylaws, the Act, or otherwise by law.

4.13        Action Without Meeting.   To the fullest extent permitted by the Act, the Board of Directors may take action without a meeting by written consent as to such matters and in accordance with such requirements and procedures authorized by the Act. Unless otherwise permitted by the Act, such written consent must be signed by all Directors and included in the minutes filed with the corporate records reflecting the action taken.

4.14        Presumption of Assent.   A Director of the Club who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) such Director objects at the beginning of the meeting, or promptly upon arrival, to holding the meeting or transacting business at the meeting, (ii) the Director votes against the action and the vote is entered in the minutes of the meeting, (iii) the Director’s dissent or abstention for the action taken is entered in the minutes of the meeting, or (iv) the Director delivers written notice of dissent or abstention to the presiding Officer of the meeting before its adjournment or the Club immediately after the adjournment of the meeting. The right to dissent shall not apply to a Director who voted in favor of such action.

4.15        Compensation.   Directors shall not receive compensation for serving as a Member of the Club’s Board of Directors.

4.16        Order of Business.   Unless otherwise determined by the chairman, the order of business at meetings of the Board of Directors, shall be as follows:
1. Determination of a quorum
2. Reading and disposal of all unapproved minutes
3. Reports of Officers
4. Unfinished business, if applicable
5. New business
6. Adjournment
Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, or unless required by a specific rule to the contrary in these Bylaws, the Articles, or the Act, meetings of the Board of Directors shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE V
Officers

5.1        In General.   The Officers of the Club shall consist of a President, Vice President, Secretary, and a Treasurer. All Officers shall be elected by the Members. Except as may otherwise be provided by Act or in the Articles, any Officer may be removed by the Board of Directors at any time, with or without cause. Any vacancy, however occurring, in any office may be filled by the Board of Directors for the unexpired term. The Board may appoint a current Officer to fill the duties of the vacated position. Such Officer may hold two positions on the Executive Committee on an interim basis. Each Officer shall exercise the authority and perform the duties as may be set forth in these Bylaws and any additional authority and duties as the Board of Directors shall determine from time to time. The officer’s term is one year beginning on January 1 st and ending on December 31 st . An officer must be a voting member in good standing.

5.2        President.   The President shall be the chief executive Officer of the Club and, subject to the authority of the Board of Directors, shall manage the business and affairs of the Club. The President shall whenever possible preside at all meetings of the Members and all meetings of the Board of Directors, unless a Chairman of the Board is elected and is assigned one or both of such duties by these Bylaws or by action of the Board of Directors. The President shall see that the resolutions of the Board of Directors and authorized committees thereof are put into effect and shall preserve order and enforce the Bylaws and Club Rules. Except as otherwise provided herein and as may be specifically limited by resolution of the Board of Directors or an authorized committee thereof, the President shall have full authority to execute on the Club’s behalf any and all contracts, agreements, notes, bonds, deeds, mortgages, certificates, instruments, and other documents. The President shall decide all questions of order and have the deciding vote in the event of a tie. He shall appoint all Standing and Special Committees. The President shall countersign, or in his absence, the Vice President, all checks drawn by the Treasurer. The President shall also perform such other duties and may exercise such other powers as are incident to the office of president and as are from time to time assigned to him by the Act, these Bylaws,
the Board of Directors, or an authorized committee thereof.

5.3        Vice President.   Except as otherwise determined by the Board of Directors, each Vice President shall serve under the direction of the President. Except as otherwise provided herein, each Vice President shall perform such duties and may exercise such powers as are incident to the office of vice president and as are from time to time assigned to him by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President. In the absence, incapacity, or inability or refusal of the President to act, the Vice President shall assume the authority and perform the duties of the President. The Vice President shall countersign all checks drawn by the Treasurer in the absence of the President. The Vice President’s main task shall be to ensure that all Committees are organized and functioning properly.

5.4        Secretary.   Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Secretary shall serve under the direction of the President. The Secretary shall whenever possible attend all meetings of the Members and the Board of Directors, and whenever the Secretary cannot attend such meetings, such duty shall be delegated by the presiding Officer for such meeting to a duly authorized assistant secretary. The Secretary shall record or cause to be recorded under the Secretary’s general supervision the proceedings of all such meetings and any other actions taken by the Members or the Board of Directors (or by any committee of the Board in place of the Board) in a book or books (or similar collection) to be kept for such purpose. The Secretary shall upon proper request give, or cause to be given, all notices in connection with such meetings. The Secretary shall properly keep and file, or cause to be properly kept and filed under the Secretary’s supervision, all books, reports, statements, notices, waivers, tabulations, minutes, certificates, documents, records, lists, and instruments required by the Act or these Bylaws to be kept or filed, as the case may be. The Secretary may when requested, and shall when required, authenticate any records of the Club. Except to the extent otherwise required by the Act, the Secretary may maintain, or cause to be maintained, such items within or without the State of South Carolina at any reasonable place. The Secretary shall process membership applications. The Secretary shall perform such other duties and may exercise such other powers as are incident to the office of secretary and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President. All resolutions and proceedings of regular and special meetings shall be entered in a proper book by the Secretary. Including recording, roll call at all meetings and minutes of all meetings. The records shall be kept in an orderly manner and shall be presented for approval at each meeting. The Secretary shall also conduct all correspondence relating to the Club, issue all notices of meetings, maintain a Membership roster, and shall perform all duties pertaining to that of the Secretary. The Secretary will also keep copies of the
Bylaws and Club Rules, and archive such records. The Secretary will also notify Members of dues arrears and hand out gate keys. The Secretary shall register by name with the South Carolina Secretary of State as Registered Agent of the Club in accordance with section 1.5 hereof.

5.5        Treasurer.   Except as otherwise provided by these Bylaws or determined by the Board of Directors, the Treasurer shall serve under the direction of the President. The Treasurer shall, under the direction of the President, keep safe custody of the Club’s funds and securities, maintain and give complete and accurate books, records, and statements of account, give and receive receipts for moneys, and make deposits of the Corporation’s funds, or cause the same to be done under the Treasurer’s supervision. The Treasurer shall upon request report to the Board of Directors or Members on the financial condition of the Corporation. The Treasurer may be required by the Board of Directors at any time and from time to time to give such bond as the Board may determine. The Treasurer shall perform such other duties and may exercise such other powers as are incident to the office of treasurer and as are from time to time assigned to such office by the Act, these Bylaws, the Board of Directors, an authorized committee thereof, or the President. The Treasurer shall receive all monies of the Club and shall deposit all funds to the credit of the Club in a bank such as the Executive Committee may decide. The Treasurer shall keep records of all accounts and transitions of the Club. The Treasurer shall disburse funds and make payments upon order of the Executive Committee and shall sign all checks, to be countersigned by the President or Vice President. The Treasurer shall receive estimates of proposed expenditures from all committees and prepare an annual budget for approval by the Executive Committee, to be submitted for adoption at the Spring meeting of the club. The treasurer will also prepare a year-end report for the Annual Meeting. The Treasurer shall report to the Club as to the current condition of the treasury at all meetings. The Treasurer will also notify the Secretary of dues in arrears. The Treasurer is also required to file any required tax forms yearly. The Treasurer’s books are subject to being audited by the Board of Trustees or Independent CPA at any time but must be audited at the end of the calendar year.

5.6        Compensation.   Officers shall not receive compensation for serving as Club Officers.

5.7        Nomination and Election of Officers.   (1) At least one month prior to the Annual meeting, the President will appoint a Nominating Committee. This committee will meet and present to the Annual Meeting, a slate of candidates for office who have been contacted and have expressed a willingness to serve if elected. This committee will consist of Past President (chair), and 3 Members. A member of the committee may not serve more than two years in any five year period. Members must be in good standing and voting Members of the Club.

(2) Any member of the Club in good standing may make additional nominations from the floor at the Annual Meeting.

(3) Election shall be by written ballot of the Members present. A chairman and two tellers shall be appointed by the President to receive the ballots for each officer. They shall canvas the ballots so cast and announce the result to the presiding officer, who, thereupon, shall declare the Members receiving a plurality of the votes cast elected to the respective offices. Each officer will be elected by a plurality of all votes cast. Those officers so elected shall be installed and take office on January 1. The Executive Committee shall recommend to the Club the election of member or Members to fill any office vacated by resignation or decides not to seek re-election.

Article VI
Finance and Records

6.1        Dues and Initiation Fee.   Annual Member dues and an initiation fee for new Members shall be set by the Board of Directors and approved by Membership. Dues shall be calculated by the sum of the total projected annual revenue from dues collected from Membership not to exceed projected annual expenses. Annual dues are payable to the Treasurer no later than January 30th and will cover the fiscal year from January 1 to December 31. Dues shall not be pro-rated. Dues will be considered delinquent after 30 days. Membership will be terminated after 60 days of delinquent dues. No one shall be considered a Member or eligible to vote or to hold office when Membership dues are not paid. Any Member holding office and ceasing to be in good standing shall be considered ineligible to continue to hold office.

6.2        Assessments.   Assessments for capital projects may be recommended by the Executive Committee and levied by Membership vote during any type of Membership meeting. Revenue from initiation fees will be put toward capital expenses which are to be voted on by Membership. Any assessment must be approved by two-thirds (⅔) of the Members present to vote.

6.3.       Budget and Expenditures.   The Annual Operating Fund may include an additional 10% for the Executive Committee to spend without Membership approval. Spending above the annual budget, including the 10% discretionary fund, requires a majority vote of Members. From time to time as necessary, Members may vote to increase this discretionary fund if approved by two-thirds (⅔) of the Members present to vote. The Executive Committee may establish and maintain a contingency fund separate from the general fund to address unanticipated or emergency expenses. Any contingency fund may not exceed the total of the annual budgets of the previous two years.

6.4        Contracts.   In the execution of approved expenditures, the Board of Directors may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club.

6.5        Loans.   In the execution of approved expenditures, the Board of Directors may authorize any Officer or Officers, or agent or agents, to contract any indebtedness and grant evidence of indebtedness and collateral therefore in the name of and on behalf of the Club.

6.6        Checks, Drafts, etc.   All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club, shall be signed by such Officer or Officers, agent or agents of the Club and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Club.

6.7        Deposits.   All funds of the Club shall be deposited from time to time to the credit of the Club in such banks, trust companies or other depositories as the Board of Directors may select. The Club may accept gifts, bequests, and devises.

6.8        Forms of Records.   When consistent with good business practices, any records of the Club may be maintained in other than written form if such other form is capable of reasonable preservation and conversion into written form within a reasonable time.

6.9        Corporate Records.   The Club shall keep as permanent written records a copy of the minutes of all meetings of its Members and Board of Directors, a record of all actions taken by the Members or Directors without a meeting, and a record of all actions taken by committees of the Board of Directors. The Club shall maintain appropriate accounting records. The Club or its agent shall maintain a record of the name and address, in alphabetical order, of each Member.
The Club shall keep a copy of the following records at its Principal Office:
1. its articles or restated articles of the Club and all amendments thereto currently in effect;
2. its Bylaws or restated Bylaws and all amendments thereto currently in effect;
3. resolutions adopted by its Board of Directors relating to the characteristics, qualifications, rights, limitations, and obligations of the Members or any class or category of Members;
4. the minutes of all meetings of Members and records of all actions approved by the Members for the past three (3) years;
5. all written communications to Members generally within the past three (3) years, including financial statements furnished for the past three (3) years;
6. a list of the names and business or home address of its current Directors and Officers; and
7. the Club’s most recent report of each type required to be filed by the Club with the South Carolina Secretary of State.

6.10        Inspection Rights.   The Members shall have only such rights to inspect records of this Club to the extent, and according to the procedures and limitations, prescribed by the Act.

6.11        Financial Statements.   The Club, upon written demand from a Member, shall furnish to the demanding party the Club’s latest annual financial statements, which may be consolidated or combined statements of the Club and one or more of its subsidiaries or affiliates. Such statements shall include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the Club on the basis of generally accepted accounting principles, the annual financial statements also must be prepared on that basis. If the annual financial statements are reported upon by a public accountant, the accountant’s statement must accompany them. If not, the statements must be accompanied by the statement of the President or person responsible for the Club’s financial accounting records (1) stating whether or not to the President or such person’s reasonable belief the financial statements were prepared on the basis of generally accepted accounting principles, and if not, describing the basis of preparation, and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

ARTICLE VII
Standing Committees

7.1        The President may appoint four (4) Standing Committees of the Club.

1. Ways and Means Committee
2. Publications Committee
3. Boat Ramp and Landing Committee
4. Social Committee

7.2        Ways and Means Committee.   The Ways and Means Committee is responsible for reviewing any proposed capital project, estimating the costs of a such a project and the options to pay for it. After approval by the Executive Committee, the Ways and Means Committee shall ensure that any such project is carried out properly and within budget. This committee shall make no financial obligations for the Club without approval of the Executive Committee. The committee shall maintain complete financial records which shall be reported to the Treasurer.

7.3.       Publications Committee.   It shall be the duty of the Publications Committee to publicize every activity of the Club through all available channels. This committee shall direct the printing and distribution of posters and the delivering of any Club publication. This committee shall ensure that signs announcing all meetings of the Club are placed at entrances to Cooper Estates. This committee shall maintain the Club website. This committee is also responsible for distributing Club documents (Bylaws, Boat Landing and Shelter Rental Rules) to new Members. The duties of this committee may be fulfilled by one Member.

7.4        Boat Ramp and Landing Committee.   The Boat Ramp and Landing Committee shall ensure that the ramp, landing, structures and grounds are properly maintained. The committee shall keep the Executive Committee apprised of any maintenance issues. It is the responsibility of this committee to supervise capital projects. This committee shall make no financial obligations for the Club without approval by the Executive Committee. The committee shall maintain complete financial records concerning boat landing maintenance and projects which shall be reported to the Treasurer.

7.5        Social Committee.   The Social Committee shall provide for and have charge of entertainment and social functions for the Membership of the Club.

ARTICLE VIII
Executive Committee

8.1        The officers of the Club shall constitute the Executive Committee.

8.2.       The Executive Committee shall meet at least quarterly. Three of the Members of the Executive Committee shall constitute a quorum of that body. Action by the Executive Committee requires participation by at least a quorum of the Executive Committee and a two-thirds (2/3) vote of Committee participants.

8.3        The Executive Committee shall have general supervision of the affairs of the Club between its regular meetings, also the finances and its property, which authority it may delegate from time to time to any officers, committee, committee chairpersons. It shall endeavor to direct the Club’s activities to the best interest of the Club as a whole, and shall be empowered to gather information as to pending or possible pending issues for the presentation to the Club Members at the time the Executive Committee deems proper. The Executive Committee shall not have the right to borrow money on notes or issue bonds or dispose of any of the Clubs real property, without approval granted by a ⅔ majority of those Members present in person, at any regular or special meetings of the Club, duly called with notice of the purpose thereof in accordance with the Bylaws.

8.4.       All Members of the Executive Committee must be voting Members of the Club and in good standing.

8.5.       All matters pertaining to a policy, spending of funds, or resolutions shall not be presented for a vote of the Club until first referred to the Executive Committee, which in its discretion may present the matter and its recommendation to the Club.

8.6.       The Executive Committee shall maintain a set of Club Rules for boat landing and shelter use. The Club Rules shall be reviewed at least annually.

ARTICLE IX
Miscellaneous

9.1        Fiscal Year.   The fiscal year of the Club is January 1 to December 31. The fiscal year may be altered, by resolution of the Board of Directors, as the Board deems advisable.

9.2        Amendments.   Subject to the Act and the Articles, any or all of these Bylaws may be altered, amended, or repealed and new Bylaws may be adopted only by the affirmative vote of a 2/3 majority of the Members. The Board of Directors may not amend these Bylaws. Any notice of a meeting of Members at which Bylaws are to be adopted, amended, or repealed shall state that the purpose, or one of the purposes, of the meeting is to consider the adoption, amendment, or repeal of Bylaws and contain or be accompanied by a copy or summary of the proposal. Such notice shall be effective in accordance with §33-31-705.

9.3        Severability.   If any provision of these Bylaws or the application thereof to any person or circumstances shall be held invalid or unenforceable to any extent by a court of competent jurisdiction, such provision shall be complied with or enforced to the greatest extent permitted by law as determined by such court, and the remainder of these Bylaws and the application of such provision to other persons or circumstances shall not be affected thereby and shall continue to be complied with and enforced to the greatest extent permitted by law.

9.4        Usage.   In construing these Bylaws, feminine or neuter pronouns shall be substituted for masculine forms and vice versa, and plural terms shall be substituted for singular forms and vice versa, in any place in which the context so requires. The section and paragraph headings contained in these Bylaws are for reference purposes only and shall not affect in any way the meaning or interpretation of these Bylaws. Terms such as “hereof”, “hereunder”, “hereto”, and words of similar import shall refer to these Bylaws in the entirety and all references to “Articles”, “Paragraphs”, “Sections”, and similar cross references shall refer to specified portions of these Bylaws, unless the context clearly requires otherwise. Terms used herein which are not otherwise defined shall have the meanings ascribed to them in the Act. All references to statutory provisions shall be deemed to include corresponding sections of succeeding law.

9.5.       Conflict Between Bylaws, Articles and the Act.   The Articles and the Act (as either may be amended from time to time) are incorporated herein by reference. Any conflict between the terms of these Bylaws, the Articles, or the Act shall be resolved in the following order: (1) the Act; (2) the Articles; and (3) these Bylaws.

ARTICLE X
Indemnification

10.1        Scope.   The Corporation shall indemnify, defend and hold harmless the Corporation’s Officers and Directors to the fullest extent permitted by, and in accordance with the Act. This plan of indemnification shall constitute a binding agreement of the Corporation for the benefit of the Officers and Directors as consideration for their services to the Corporation and may be modified or terminated by the Board of Directors only prospectively. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Members, insurance, provision of law, or otherwise, as well as their rights under this Article V.

10.2.       Indemnification Plan.   The Board of Directors may from time to time adopt an Indemnification Plan implementing the rights granted in Section 10.1. This Indemnification Plan shall set forth in detail the mechanics of how the indemnification rights granted in Section 10.1 shall be exercised.

10.3        Insurance.   The Board of Directors may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Club, or is or was serving at the request of the Corporation as a Director or Officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

ARTICLE XI

Other Privileges

11.1        Other Privileges: Shelter reservation and use are subject to Club Rules & Regulations. Outside groups using the boat landing are subject to Club Rules & Regulations. Only voting Members may serve as an officer or chair a committee. All Members and spouses may serve on committees. Guests of Members may attend regular meetings.

ARTICLE XII

Additional Member Responsibilities

12.1.       Responsibilities: Members must follow Club Rules and Regulations. Members areresponsible for financial liabilities for their family or guests. Failure to comply will be grounds for review and action by the Executive Committee.

ARTICLE XIII

Previous Constitution and Bylaws Amendments

13.1        This document, effective November 1, 2023, supersedes all previous Constitutions, Bylaws, and Rules of the Club and is to be the sole authority on the organization and operation of the Club. The foregoing are certified to be the true and complete Bylaws of the Club as adopted by the incorporators as of, November 1, 2023.
Secretary: ____Katherine A Heath___: Katherine A. Heath