AMENDED AND RESTATED BYLAWS OF RACQUET CLUB OF ANN ARBOR

A Michigan Nonprofit Corporation

Dated as of March 18, 2020

ARTICLE 1

Organization and Object

            1.1   Organization; Name.  This corporation has been organized as a Michigan nonprofit corporation pursuant to the Michigan Nonprofit Corporation Act, Public Act 162 of 1982, as amended (the “Act”), by the filing of Articles of Incorporation (“Articles”) as required by the Act.  The name of this corporation is the Racquet Club (the “Club”).

            1.2   Places of Business.  The Club’s principal establishment and place of business shall be 3010 Hickory Lane, Ann Arbor, Michigan 48104.  The Club may have such other places of business as the Board of Directors may from time to time determine.

            1.3   Purposes.  The Club’s principal objective is to promote and encourage interest in tennis and swimming and provide tennis courts, a swimming pool and Club facilities for its members, their families and guests.

ARTICLE 2

Membership

            2.1   Membership Basis.  The Club is organized on a non-stock, membership basis under the Act.

            2.2  Eligibility and Acceptance.  Any person 21 years of age, or over, shall be eligible for membership in the Club.

            2.3   Rights:

(a)  Members, including dependent children under the age of 25, shall be entitled to the privileges of the Club upon payment of dues, assessments and fees, and subject to regulations established by the Board of Directors.

(b)  Each member shall be entitled to vote at any general or special meeting of the members of the Club, provided that the member is in good standing at the time that notice of such meeting is distributed or announced.  A vote may be cast in person or by written proxy, signed by the member and filed with the Club staff before the meeting.

(c)  Members in good standing at the time of dissolution of the Club shall be entitled to share equally in the assets of the Club.

            2.4   Limitation on Members; Fees and Dues.  The number of members, the initiation fees, annual dues and assessments applicable to membership shall be as may be determined from time to time by the Board of Directors.  Credit, insofar as extended payment of initiation fees and assessments is concerned, shall be subject to action by the Board of Directors.

            2.5   Transfers.  Membership in the Club shall be non-transferable except as expressly provided herein.  All rights of a member are terminated upon termination of such membership.

                                    (a)  Death.  Upon death of a member such membership shall terminate, provided, that in the case such deceased member held a family or senior membership in the Club, then the surviving spouse of such deceased member, if any, shall hold such membership and shall remain a member and enjoy all privileges, rights and obligations pertaining to such membership.

                        (b)  Divorce:

                                                            1.  Initiation fees.  When a divorce occurs in a family holding family membership in the Club, each person shall be entitled to retain membership.  However, since there are now two memberships when previously there had been one held jointly, one party or the other must pay initiation fees to establish a second membership if so desired the first season* after the divorce is final (upon entry of the Order of Divorce).

                                                            2.  Annual Dues.  The first season* after the divorce is final, every divorced person retaining a membership in the Club under this Section shall pay separate membership dues.

                                    (c)  A request for any change in membership in accordance with Section 2.5(a) or 2.5(b) must be submitted electronically or in writing.  Any adjustment in annual dues shall be assessed accordingly.

 * For purposes of this provision, the season shall begin on June 1.  Any divorce or remarriage after that date shall have no effect on the dues structure until the following year.

2.6   Resignation.  Any member may resign by forwarding or delivering a resignation to the Club’s administrative manager or Board of Directors.  Failure to comply with the Club policy of dues payment shall constitute effective resignation.  A member who has resigned and who had been a member in good standing for less than five (5) years immediately prior to resigning, upon application and acceptance for renewal of such member’s membership within two years of such resignation, shall receive credit upon the initiation fee equal to fifty percent (50%) of the initiation fee originally paid by such member.

2.7   Expulsion.  No member shall be expelled except upon the vote of two-thirds (2/3) of the directors present at a meeting of the Board of Directors.  A member may be expelled and such membership terminated if:

                                    (a)  The member shall be deemed to have engaged in conduct unbecoming a member after a hearing before the Board of Directors;

                        (b)  The member shall willfully and repeatedly violate Club rules; or

                                    (c)  The member’s dues, assessments or other indebtedness to the Club remain unpaid for a period of thirty (30) days after notice given by the Treasurer of such default, such notice to be in writing and forwarded by first class mail.

            2.8   Meetings:

                                    (a)  The annual meeting of the members shall be held as scheduled by the Board of Directors but not later than the thirty-first (31st) day in March.  Notice of meetings of members shall be given by the Secretary by distributing a written copy thereof to each member having voting privileges, at the member’s address appearing upon the Club records (or by electronic transmission, if authorized by the member), not less than ten (10) days nor more than sixty (60) days prior to such meeting.  At each annual meeting of the members, directors shall be elected, and any other business shall be transacted that may come before the meeting.  Special meetings of the Club members may be called by the President, or any three (3) directors.  Notices of special meetings shall state the purposes for which called, and no business shall be transacted thereat except as stated in the notices.

                                    (b)  Members holding one-tenth of the votes entitled to be cast, present or by proxy, shall constitute a quorum at any meeting of the members.  A majority of the votes entitled to be cast by the members present, or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by members.

2.9   Addresses of Members.  A register shall be kept by the Club’s administrative manager in which every member shall record the member’s name and address by submitting such information to the Club’s administrative manager.  Written notice distributed to such address shall be deemed proper notice to such member.  If a member fails to so record their name and address, notices to such member shall not be required for any purpose pertaining to the Club.  Notice may also be accomplished by electronic transmission if authorized by the member.

2.10   Applications for Membership:

(a)  Applications for membership shall be submitted as directed on forms provided by the Club and will be processed on a timely basis by the Club.  Applications may be submitted at any time.  The Club shall send to each applicant accepted for membership an invitation to become a member of the Club.  Written acceptance from said applicant and the completions of any required documentation together with payment of all dues, fees and assessments incident to such membership within fifteen (15) days of billing will constitute membership.

(b)  Applicants for whom there are no vacancies will be placed on a waiting list for future consideration.

2.11   Statement of Nondiscrimination.  The Club shall not discriminate against any person in the hiring of personnel, acceptance of members, election of board members, provision of service(s) to the public, the contracting for or purchasing of services or in any other way, on the basis of religion, race, color, sex, sexual orientation, national origin, disability, age, marital status or any other basis prohibited by law or applicable ordinance.  This policy against discrimination includes, but is not limited to, a commitment to full compliance with the Elliott-Larson Civil Rights Act (Michigan), Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and any subsequent amendments to statutes.

ARTICLE 3

Directors

            3.1   Numbers and Terms.  The Board of Directors shall comprise of the President, Vice President, Treasurer, Secretary, the immediate past President, and five (5) directors elected at the annual meeting of the members (the “at-large directors”).  The President, Vice President, Treasurer, Secretary shall be elected by and from the Board of Directors, whereas the five at-large directors shall be elected by the Club membership.  The Board of Directors will appoint a Tennis Chair and a Swim Chair from among these directors.  The term of office of the at-large directors shall be three (3) years each and staggered so that approximately one-third (1/3) of such at-large directors are elected each year.  The term of the President and Treasurer shall be for two (2) years each.  The term of the Vice President and Secretary shall be for one (1) year each, subject, in the case of the Vice President, to a corresponding extension to that granted under Section 4.1, as applicable.  The Term of the immediate past President shall be for one (1) year.  There is no limit on the number of consecutive terms that a director may serve.  For the avoidance of doubt, upon the expiration of any person’s term as immediate past President, Vice President, Treasurer, or Secretary, such person shall become eligible to be elected by the members to any vacancy in the at-large directors.

            3.2   Director Nomination and Eligibility Policies.  The Board of Directors may, from time to time, adopt policies and procedures regarding the nomination of directors and the requirements to be eligible to serve as a director.

            3.3   Removal.  A director may only be removed with cause by a majority vote of the members entitled to vote at an election of directors.

            3.4   Resignation.  A director may resign at any time by providing written notice to the Club.  Notice of resignation will be effective on receipt or at a later time designated in the notice.  A successor shall be appointed as provided in these bylaws.

            3.5   Quorum.  A majority of the directors then in office shall constitute a quorum of the Board of Directors.

            3.6   Meetings.  Regular meetings shall be held as scheduled by the Board of Directors, commencing immediately following the annual meeting of the members and ending in September of each year or as deemed necessary.  Special meetings shall be held upon call of the President or any three (3) directors upon notice thereof not less than one (1) day prior thereto.  The directors shall use reasonable efforts to attend each regular meeting of the Board of Directors and shall, in no event, fail to attend more than two (2) regular meetings per year without the prior approval of the Board of Directors.

            3.7   Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice, and without a vote, if all directors entitled to vote thereon consent in writing or by electronic transmission.  The consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.

            3.8   Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy in the at-large directors as a result of any such director becoming the President, Vice President, Treasurer, or Secretary, may be filled until the next annual meeting of the membership of the Club by an affirmative vote of a majority of the directors then in office.

            3.9   Indemnification of Directors and Officers.  Each director, officer, former director and former officer of the Club, (each, an “Indemnitee”) shall be indemnified by the Club against expenses actually and necessarily incurred by the Indemnitee, in connection with the defense of any action, suit or proceeding and any loss, costs or damages incurred as a result of any judgement recovered against the Indemnitee in any such action, suit or proceeding, in which the Indemnitee was made a party by reason of being, or having been, a director or officer of the Club, provided the Indemnitee acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the Club or its members, and with respect to any criminal proceeding, the Indemnitee had no reasonable cause to believe that his/her conduct was unlawful.

Any indemnification under this Section 3.9 (unless ordered by a court) shall be made by the Club only as authorized in the specific case.  The Board of Directors must determine that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in this Section 3.9.  Such determination shall be made in any of the following ways:

(a)  By a majority vote of a quorum of the Board of Directors, consisting of directors who were not parties to such action, suit, or proceeding;

(b)  If the quorum described in clause (a) above is not obtainable, then by a committee of directors who are not parties to the action.  The committee shall consist of not less than two disinterested directors;

(c)  By independent legal counsel in a written opinion; or

(d)  By the members.

ARTICLE 4

Officers

            4.1   Designation.  The Club officers shall be a President, Vice President, Secretary and Treasurer, who shall be elected by the Board of Directors from among the members of the Board of Directors.  Each officer shall hold office for the period set forth herein and until his or her successor is appointed and qualified, or until his or her resignation or removal.  The President and Treasurer shall be elected to two (2) year terms to provide for continuity in management.  The Vice President and Secretary shall be elected for one (1) year terms, subject, in the case of the Vice President, to a one year extension in the discretion of the Board of Directors.  Any person serving a second consecutive year as Vice President shall be the President-elect and shall be provided the first opportunity to serve as President upon the expiration of the President’s term or the President’s earlier death, resignation or removal.

            4.2   Resignation.  An officer may resign by giving notice to the Board of Directors.  Unless otherwise specified in the resignation, the resignation shall take effect upon receipt by the Board of Directors, and the acceptance of the resignation shall not be necessary to make it effective.

            4.3   Removal.  Any officer may be removed with cause by the vote of a majority of the directors then in office at any regular or special meeting of the Board of Directors.

            4.4   Vacancies.  In the event of the death, resignation, removal, or other inability to serve of any officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected.

            4.5   Duties.  The duties of the principal officers shall be as follows:

                                    (a)  The President shall preside at all meetings of the members and of the Board of Directors.  The President shall sign all notes, contracts, and obligations on behalf of the Club, have general supervision of all activities of the Club, and shall perform such other duties as may be required by the Board of Directors.

                                    (b)  The Vice President shall perform all duties of the President during the President’s absence or disability, and such other duties as may be required by the Board of Directors.

                                    (c)  The Secretary shall (i) keep or cause to be kept the corporate records of the Club, including the minutes of the Board of Directors and members, (ii) send or cause to be sent all notices to be duly given in accordance with these bylaws, the Articles or applicable law, and (iii) perform such other duties as may be required by the Board of Directors.

                                    (d)  The Treasurer shall have oversight of all monies, financial records, and property of the Club, and shall do and perform all such duties as usually delegated to such office, and such other duties as may be required by the Board of Directors.

ARTICLE 5

Committees

5.1   Executive Committee:

(a)  There shall be a standing Executive Committee of the Board of Directors.  Between meetings of the Board of Directors, the Executive Committee may exercise all of the power and authority of the Board of Directors in the management of the business and affairs of the Club, subject to the limitations described in Section 5.3.  At each meeting of the Board of Directors, a member of the Executive Committee shall report on action, if any, taken by the Executive Committee between meetings of the Board of Directors.

(b)  Each of the President, Vice President, Secretary and Treasurer shall be an ex officio member of the Executive Committee.  The Board of Directors may from time to time appoint one or more additional directors to serve as members of the Executive Committee.

            5.2   Other Committee.  The Board of Directors may establish from time to time, by resolution of the Board of Directors, one or more executive, standing, and special committees as it shall deem appropriate.  The resolution shall define the powers and responsibilities of each committee (subject to the limitations described in Section 5.3), the terms and qualifications of committee members, and the ways in which committee members are selected and removed.

            5.3   Limitations on Committees.  No committee shall have the power or authority to (a) amend the Articles; (b) agree to merge with another organization; (c) authorize the conversion of the Club into another type of entity; (d) recommend to the members or authorize the sale, lease, exchange, or donation of all or substantially all of the Club’s property and assets; (e) recommend to the members or authorize a dissolution of the Club or a revocation of a dissolution; (f) amend the bylaws of the Club; (g) fill vacancies on the Board of Directors; (h) remove any person from the Board of Directors; (i) adopt, delete, change or make exceptions to policies; (j) establish or abolish any standing committee; (k) reverse actions previously taken by the Board of Directors; (l) approve the payment of compensation for any director serving on the Board of Directors or any committee; or (m) terminate memberships.  Further, a committee that is not composed entirely of directors of the Club shall not exercise the power or authority of the Board of Directors in the management of the Club’s business and affairs, but may perform, under the direction of the Board of Directors, such functions as determined from time to time by the Board of Directors.  No person who serves as a member or chairperson of any committee shall be deemed to be a member of the Board of Directors unless such member or chairperson is also a duly elected director.

ARTICLE 6

General

            6.1   Fiscal Year.  The Fiscal Year of the Club shall be the twelve (12) months ending October 31.

            6.2   Dues.  Club dues and monthly charges shall be payable on or before the end of the month following the billing statement date.  Any member that has not paid annual dues and fees in full by March 31, or has not made special payment arrangements approved by the Board of Directors, can, by action of the Board of Directors, be placed on absentee status for the balance of the fiscal year and lose usage privileges for that season.

            6.3   Special Assessments.  Special Assessments shall be paid within fifteen (15) days from the date of billings.

            6.4   Limitation.  No special assessment or increase in dues to finance a capital improvement will be made without securing approval (a) by a majority of the members who return or respond within thirty (30) days a paper or electronic ballot distributed by the Board of Directors which states the proposed capital improvement and special assessment or increase in dues; or (b) by a two-thirds vote of the members present or represented by proxy at an annual or special meeting, a quorum being present, provided that the proposed capital improvement and special assessment or increase in dues has been sent with the notice of the meeting to each member not less than ten (10) nor more than sixty (60) days prior to such meeting.

            6.5   Annual Report; Information Rights.  The Board of Directors and Treasurer, with verification from an independent professional, shall prepare by the date of the Annual Meeting, an annual report of the condition of the Club as of the close of the fiscal year.  This report will be available by request at the manager’s office.  The Board of Directors is only required to provide to the members the information and other records of the Club as required pursuant to Section 487 and Section 901 of the Act.

            6.6   Amendments.  These bylaws may be amended in either of the following ways:

                                    (a)  By a two-thirds vote of the members present or represented by proxy at an annual or special meeting, a quorum being present, provided that copies of the amendment have been sent with the notice of the meeting to each member not less than ten (10) nor more than sixty (60) days prior to such meeting;

                                    (b)  By majority of the members who return within thirty (30) days a ballot distributed by the Board of Directors which states the proposed amendment.

ARTICLE 7

General Rules and Regulations

            7.1   The Board of Directors, or its properly designated committees, shall make such rules and regulations concerning the administration, operation and use of the Club’s facilities and the proper attire of members while on the premises as it or its committees shall consider in the best interest of the Club.  All such rules and regulations shall be strictly enforced.  Rules and regulations so established shall be compiled and distributed to all members.