244 Briarcliff Avenue
Oak Ridge, Tennessee

BY-LAWS OF  BRIARCLIFF COMMUNITY CLUB

ARTICLE I - NAME, PRINCIPAL OFFICE AND SEAL

Section 1.  Name. The name of this corporation is BRIARCLIFF COMMUNITY CLUB,  INC.

 Section 2.  Principal Office.  The principal office of this Corporation shall be 244 Briarcliff Avenue, Oak Ridge, Anderson County, Tennessee 37830, or any other place in Tennessee as so designated by the Board of Directors.

 Section 3.  Seal.  The Corporation shall not use a common seal.

ARTICLE II - PURPOSE 

Section 1.  Purposes.  The purposes for which the corporation is organized are: To purchase, construct, own and maintain a recreational facility, primarily for swimming purposes; to promote and encourage all kinds of athletic and aquatic sports; to promote and encourage the sport, pleasure, exercise and recreation of its members; to promote sociability and friendship among its members; and to manage and conduct entertainments, social meetings, instructional classes and other activities for the benefits of its members; to hire and employ agents, servants and employees and to enter into agreements of employment therewith; to borrow money for corporate purposes; to carry on any operations whatsoever that the corporation may deem proper or convenient in connection with any of the foregoing purposes which it may deem calculated to improve the interest of the corporation and its members; and to engage in any and all business activity consonant with the Constitution of the State of Tennessee and the Tennessee General Corporation Act.

ARTICLE III -  MEMBERS

Section 1.  Definition of Membership.  A membership shall be composed of the head of the household and other immediate family members residing with the head of the household, and shall be determined by Section 4 of this ARTICLE.  Each individual of the household shall be hereinafter referred to as members.

Section 2.  Qualifications for Membership.  Membership shall be limited to residential property owners or lessees of residential property owners in the Emory Valley Development Area South of Emory Valley Road as shown in a plat thereof attached to these By-Laws as EXHIBIT "A", immediate family members of social members who own a pool share, or as may be granted within the discretion of the Board of Directors pursuant to Section 4 of this ARTICLE.  All memberships shall be subject to the approval of the Board of Directors.

Section 3.  Application for Memberships.  Persons desiring membership shall apply to the Board of Directors for forms provided by the Corporation.  Applicants approved by the Board of Directors shall be placed on the Membership Roll or placed on a Waiting List as set out in this ARTICLE.

Section 4.  Number and Types of Membership.  There shall be the following types of memberships as defined below:

a) Social Memberships.  Those memberships secured by payment of a membership fee as determined by the Board of Directors from a residential property owner owning residential property in the residential area identified in EXHIBIT "A", from an immediate family member of an existing social member who owns a pool share, or property owners in other areas if recommended by a member in good standing and subject to approval by the Board.  Social Membership is required for all other types of membership.

b) Pool Memberships.  Those Social Memberships secured by purchase of a pool share in addition to a membership fee, and maintained by annual operating dues and assessments, shall be considered Pool Memberships with all privileges thereof.

c) Pool Rental Memberships.  Those Social Memberships not owning a pool share may rent pool usage from a Pool Membership and shall have all the rights and privileges of a pool member for the rental period.  Note:  The pool member who rents his annual pool usage relinquishes his pool privileges for that rental period, but is still responsible to see that the annual operating dues and assessments are met.  The pool member shall notify the Board in writing of the rental agreement at least one week prior to the start of the rental.  Memberships may not be rented for a period of less than two months.

d) Other Memberships.  Such other forms and types of memberships as the Board shall from time to time deem necessary, pursuant to a unanimous vote of the Board of Directors. 

Section 5.  Membership Privileges.  Pool members in good standing shall be entitled to a full use of the Corporation's facilities as set out in the RULES AND REGULATIONS promulgated from time to time by the Board of Directors.  Social members in good standing shall be entitled to limited use of the Corporation's facilities as set forth by the Board.  All memberships shall be entitled to one vote on issues to be decided by the Corporation's members.  This vote shall be cast by an adult (eighteen years or older) member of the household. 

Section 6.  Waiting Lists.  The Corporation shall maintain a waiting list for applicants seeking pool memberships in the Corporation.  The pool membership availability list will be maintained for information only.  There will be no priority of selections for pool memberships, since transfer of pool membership is at the discretion of the pool member pursuant to Section 9 of this ARTICLE.

Section 7.  Guest Privileges.  The use of pool facilities will be limited to pool members and their qualified guests subject to the discretion of the Board of Directors or a Committee designated by the Board.  The number of guests permitted in the Corporation's facilities will be based on the anticipated attendance by the members who maintain a superior right to use the Corporation's facilities.  Guests shall have such privileges to use the Corporation's facilities as are permitted by the RULES AND REGULATIONS enforced at the time the guest wishes to use the facilities.

Section 8.  Suspension of Membership Privileges.  Membership privileges of members who do not comply with the RULES AND REGULATIONS governing the use of Corporation's facilities and the provisions set forth in these BY-LAWS will be subject to having their memberships suspended or revoked in the discretion of the Board of Directors of the Corporation.  Suspension of membership privileges for more than two weeks or a revocation of membership shall be made upon a two-thirds vote by the Board of Directors, or may in the alternative, be enforced by a two-thirds vote of those voting at an annual, regular meeting of the membership of the Corporation.  Suspension of membership privileges for less than two weeks shall be made pursuant to a majority vote of the Board of Directors or of such Executive Committee as may be hereinafter created by the Board.  Suspension or Revocation of membership for delinquency in financial obligations to the Corporation will be in the discretion of the Board of Directors.  In the event of a revocation of a membership, the Corporation shall place the membership onto the waiting list.  The Corporation shall be entitled to recover from a subsequent purchase of the revoked membership by a new member, the arrearage in financial obligations of the former member.

It is the intent of the Corporation that all pool members pay their annual dues and assessments on a timely basis.  Failure to pay these dues within the calendar year billed will cause the pool member's certificate to be deemed worthless and the pool share eligible to be resold by the Corporation with all proceeds belonging to the Corporation.

Section 9.  Transfer of Membership.  The holder of a membership may transfer the membership at any time pursuant to Section 2 of this ARTICLE.  All transfers of memberships shall be subject to a transfer fee determined by the Board of Directors, and payable to the Corporation.  The Corporation shall have the right to offset any amount owed to it by the outgoing member against the proceeds from the transfer of membership.

The Corporation shall maintain a current list of memberships desiring to transfer for informational purposes only.  No additional obligations or restrictions shall be placed on a membership by virtue of being on this list.

ARTICLE IV  MEETINGS OF MEMBERS

Section 1.  Annual Meeting.  The annual meeting of the members of the Corporation shall be held in Oak Ridge, Anderson County, Tennessee in January of each and every year or at such other time and place as may be designated by the Board of Directors. 

Section 2.  Special Meetings.  A special meeting of the members of the

Corporation may be called at any time by any two members of the Board of Directors; the President of the Corporation or upon a call thereof by ten percent (10%) of the current membership entitled to vote.  The time and place of said meeting shall be designated by the Board of Directors and shall be within reasonable time after the call for a special meeting. 

Section 3.  Regular Meetings.  Regular Meetings of the members shall be held at

such time and place as may be designated from time to time by the Directors.  Unless some time is otherwise specified, the only regular meeting of the membership of the Corporation shall be the annual meeting. 

Section 4.  Notice of Membership Meeting.  Written or printed notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, and the person or persons calling the meeting, shall be delivered personally or by mail or at the direction of the President, Secretary, officer, or member calling the meeting to each member entitled to vote at the meeting.  If mailed, such notice shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, and shall be deemed to have been delivered when deposited in the United States Mail addressed to the member at the member's address as it appears on the books of the Corporation, with postage thereon paid.  If delivered personally, such notice shall be delivered not less than five (5) nor more than sixty (60) before the date of the meeting, and shall be deemed delivered when actually received by the member.  The person giving such notice shall certify that the notice required by this section has been given.

 Section 5.  Quorum Requirement.  A minimum of twenty (20) of the memberships entitled to vote shall constitute a quorum for the transaction of business.  A meeting may be adjourned despite the absence of a quorum, and the meeting may be adjourned without further notice.  When a quorum is present at any meeting, a majority in interest of the members there represented shall decide any question

before such meeting, unless the question is one upon which by express provision of the Corporation's CHARTER, these BY-LAWS, or the laws of the State of Tennessee, a larger or different vote is required, in which case such express provisions shall govern the decision of such question. 

Section 6.  Voting and Proxies.  Every membership entitled to vote at a meeting may do so either in person or by written proxy, which proxy shall be filed with the Secretary of the Meeting before being voted.  Such proxy entitle the holders thereof to vote at any adjournments of such meetings, but shall not be valid after the final adjournment thereof.  No proxy shall be valid after the expiration of the current swimming lesson in which it is given unless otherwise provided for in the proxy.

ARTICLE V -  BOARD OF DIRECTORS

Section 1.  Qualification and Election.  Directors shall be members of the Corporation and must be of legal age.  Directors shall be elected by a plurality of the votes cast at the annual meeting of the members or such special meeting called for the express purpose of electing a new Director.  Each Director shall hold office until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified. 

Section 2.  Number.  The number of the Directors shall be fixed from time to time by the membership upon two-thirds vote thereof or by unanimous vote of the entire Board of Directors, but shall never be less than the number required by law. Initially, the Corporation shall have five (5) Directors. 

Section 3.  Term of Office.  Directors shall be elected for a three (3) year term of office.  The expiration of the terms of office of the Directors of the

Corporation shall be staggered.  For the initial Board of Directors there shall be one member of the Board elected to serve for an initial one (1) year term, and the successor thereafter to this Director shall serve a full three (3) year term of office.  Two of the Directors shall be elected to serve an initial term of two (2) years, and the successors thereafter to these Directors shall serve full, three (3) year terms.  Two of the Directors shall be elected for full three (3) year terms in office and their successors shall continue to serve a full, three (3) year term.  A Director shall not be eligible for election to more than two (2) consecutive terms of three (3) years each.

Section 4.  Annual Meetings.  The annual meeting of the Board of Directors shall be the first meeting of the Board after the adjournment of the Annual Meeting of the membership, at which time the officers of the Corporation shall be elected.

Section 5.  Regular Meetings.  Regular meetings of the Board of Directors of the Corporation shall be held on a quarterly basis within the discretion of the Board.  The Board may also designate more frequent intervals of the regular meetings.

Section 6.  Special Meetings of the Board.  Special meetings of the Board of Directors may be called at any time by the President, any Director, or ten percent (10%) of the membership entitled to vote at the time of a call for a meeting.

Section 7.  Notice of Director's Meetings.  The annual and all regular Board Meetings may be called without notice.  Special Meetings shall be held upon notice sent by any usual means of communication not less than three (3) days before the meeting.

Section 8.  Quorum and Vote.  The presence of a majority of the Directors shall constitute a quorum for the transaction of business.  A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given at the time and place to which the meeting is adjourned or fixed at the meeting at which the adjournment is taken, and if the period of adjournment does

not exceed thirty (30) days in any one adjournment.  The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board, unless a vote of a greater number is required by the CHARTER, these BY-LAWS or by the laws of the State of Tennessee.

 Section 9.  Executive and Other Committees.  The Board of Directors, by resolution adopted by a majority of its members, may designate an Executive Committee, consisting of one or more Directors, and other committees consisting of two or more persons, who may or may not be Directors, and may delegate to such Committee or Committees any and all such authority as it deems desirable, to the extent that such powers are delegable.

Article VI -  OFFICERS

Section 1.  The Corporation shall have a President, a Vice President, a Secretary and a Treasurer and such other officers as the Board of Directors shall from time to time deem necessary.  Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2.  Election and Term.  The officers of the Corporation shall be elected by the Board at its Annual Meeting.  Each officer shall serve until the expiration of the term for which he is elected and thereafter until his successor has been elected and qualified.  All officers shall serve a one (1) year term in the office unless otherwise modified by a unanimous vote of the Board of Directors.

Section 3.  Duties.  All officers shall have such authority and perform such duties in the management of the Corporation as are normally incident on their offices and as the Board of Directors may from time to time provide.  The officers of the Corporation shall have the following specific powers and duties:

a) President.  The President shall preside at all meetings of the members and the Board of Directors of the Corporation.  He shall be the chief administrative officer of the Corporation.  He shall have the power to execute certification of membership, contracts and written obligations of the Corporation, subject to authorization by the Board of Directors.

b) Vice Presidents.  The Vice Presidents shall have such powers and duties as may be designated to them by the President or the Board of Directors.  In the absence of the President, one of the Vice Presidents shall perform the duties and exercise the powers of the President in all respects.

c) Secretary.  The Secretary shall keep the minutes of the meetings of the members and the Board of Directors, of the meetings of the Corporation, and any other meetings which the Secretary is designated by the President to attend.  The Secretary shall attend to the giving of all notices other than those for financial obligations.  The Secretary shall attest the signature of the President or Vice Presidents or any agent of the Corporation so designated by the Corporation, all contracts and instruments of conveyance.  The Secretary shall have charge of the Membership Certificate Transfer Ledger, and such other books and papers as the Board of Directors may direct, and shall submit such reports to the Board as may be requested from time to time by a majority of the Board of Directors.  The Secretary shall be responsible for maintaining a master copy of these BY-LAWS and incorporating all amendments as they are voted into effect.

d) Treasurer.  The Treasurer shall have custody of all funds and securities of the Corporation and shall maintain to the credit of the Corporation an account in such bank or banks as the Board of Directors may designate. The Treasurer shall maintain the financial records of the Corporation and enter regularly therein a full and accurate account of the financial dealings, disbursements and receipts of the Corporation.  The Treasurer shall make his books and accounts available for audit as directed by the Board of Directors and he shall be bonded with a fidelity bond no less than the maximum amount of money that he may have control of at any one time during his term in office.  The Corporation shall bear the expense of the corporate fidelity bond.  

ARTICLE VII -  RESIGNATIONS, REMOVALS AND VACANCIES  OF THE DIRECTORS AND OFFICERS

 Section 1.  Resignations.  Any officer or director may resign at any time by giving written notice to the Chairman of the Board, the President, or the Secretary.  Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its acceptance by the Board of Directors.

Section 2.  Removal of Officers.  Any officer or agent may be removed by majority vote of the entire Board whenever in its judgment the best interest of the Corporation will be served thereby.

Section 3.  Removal of Directors.  Any or all of the directors may be removed whether with or without cause by a proper vote of the membership; and may be removed with cause by a majority vote of the entire Board.

Section 4.  Vacancies.  Newly created directorships resulting in an increase in the number of Directors, and vacancies occurring in any office or directorship for any reason, including removal of a Director, may be filled by the vote of a majority of the entire Board, then confirmed by a proper vote of the membership at the next annual or special meeting.

ARTICLE VIII - ACTION BY CONSENT

Whenever the membership or Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon.

ARTICLE IX - MISCELLANEOUS PROVISIONS

Section 1.  Corporate Books and Records.  Corporate books and records shall be open to inspection by the members of the Corporation at such times and places as may be fixed by the President and as may be convenient to the Corporation and its members. 

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall begin on the 16th day of November in each and every year. 

Section 3.  Audit.  The Board of Directors shall cause the books of the Corporation to be audited periodically and not less than annually by auditors who shall not be Directors of the Corporation. 

Section 4.  Qualification of Directors and Officers.  The Corporation shall indemnify any person who is serving or has served as an incorporator, director or officer of the Corporation against expenses actually and necessarily incurred by that person in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been a director, officer or incorporator of the Corporation, except with respect to matters as to which such person is found to be liable for negligence or misconduct in the performance of his duties.  Such indemnification shall not be deemed exclusive of any other rights to which any person may be entitled.

Section 5.  Deposit and Investment of Funds.  The funds of the Corporation shall be deposited in a local institution which shall be federally insured and selected by a majority of the Board of Directors.  The surplus funds of the Corporation shall be invested only in obligations deemed to be prudent investments within the discretion of two-thirds of the Board of Directors and as permitted by Tennessee
Law.

Section 6.  Use of Corporate Title.  Prior approval by the Board of Directors is required for any group to use the name of Briarcliff Community Club.

ARTICLE X - AMENDMENT TO THE BY-LAWS

These BY-LAWS may be amended, added to, or repealed either by:  (1) a majority vote of the members present or represented at any duly constituted membership meeting, or (2) a majority vote of the entire Board of Directors, unless a greater vote is required by the laws of the State of Tennessee.  Any change in the BY-LAWS made by the Board of Directors, however, may be amended or repealed by the members.  Written notification of any amendment to these BY-LAWS shall be made to the membership no later than ninety (90) days after the amendment goes into effect.

As submitted for web publication - February 27, 2005
Arpad Vass