Adelphi Recreation, Incorporated
(As amended and approved at the annual meeting on November 20, 2002)
ARTICLE VII - SHAREHOLDERS
The total number of shares shall not exceed 850 . Of the total 850 shareholders, no more than 100 may be converted and held as "Associate Membership." To qualify for "Associate Membership," a shareholder must have held regular membership in Adelphi Recreation, Inc. for a period of fifteen years. "Associate Membership" entitles only the shareholder(s) to pool privileges. The annual dues for Associate Membership shall be 50 percent of the established annual dues set for regular membership by the Board of- Directors. In addition, shares may be bought by individuals as "Singles Membership". The annual dues for this category shall be 60% of the established annual dues set for regular membership by the Board of Directors.
To qualify for a "Singles Membership", a person must be 18 years of age or older at the time of share purchase. Single membership entitles only the shareholder to pool privileges. Shares may also be purchased by senior couples under the following conditions. The annual dues for this category shall be 75% of the established annual dues for regular members as set forth by the Board of Directors. To qualify for a "Senior Couple Membership", at least one person living at the same address must be 65 years of age or older on or before May 10 of the current calendar year. This membership entitles only the shareholders to pool privileges.
The subscribers of record as of March 31, 1956 shall be the charter shareholders. Charter membership is open to any person residing in the State of Maryland who, prior to April 1, 1956, pledges in writing to purchase a share in the corporation. Purchase may be made on payment of:
- $200 per share on demand of the Board of Directors, subject to a premium of $2.50 per month beginning April 1, 1956 to continue through the month of purchase if payment is not made by the demand date, or
- The price set by the Board of Directors at the time of purchase; whichever is lower.
After March 31, 1956, residents of the State of Maryland shall be eligible for membership. Applications , together with a tender of the price of the share, as then set by the Board of' Directors shall be transmitted to the Board for its approval. On and after April 1, 1956, shares shall be sold by the corporation at a price not less than that paid by the charter members. The cost of a share may be paid initially to the corporation, or it may be divided into three equal payments to be paid over a three year period, plus a yearly service fee to be established by the Board of Directors. Each payment shall be payable at the same time as the dues payments as prescribed under Article X,
Shareholders agreeing to this payment schedule will also be subject to the full service charge under Article VII, Section 7. No voting privileges or refunds will be granted until the last payment is made to the corporation.
The price of shares shall be exclusive of any tax which may be levied on them.
Any shareholder desiring to sell his share in the corporation shall first offer such share to the corporation. The selling price shall be the price paid by the shareholder for such share, exclusive of any tax which may have been levied on it, less a pro-rata deduction for any accumulated losses from annual operations (after an appropriate provision for depreciation) or for any other loss resulting in a decrease in the net asset value of the corporation and recorded on its books in accordance with accepted accounting principles. In the event the corporation chooses not to purchase the share, the corporation may upon request of the shareholder offer the share for sale and may sell it with settlement to the selling shareholder on the same basis as set forth above for sales to the corporation. A shareholder who resigns after November 30, 2002, by the procedure described in Article VII Section 6, shall be assessed a service charge of $50 when the Corporation sells that share.
Resignations must be written and signed by the shareholder(s) of record. Resignations must be mailed to the Corporation's legal address. Any resignation postmarked after May 10 of the current calendar year will be assessed the full dues for that season. A shareholder who has submitted a resignation by May 10 of the current year shall no longer be assessed dues and may no longer use the corporation facilities as a member. A shareholder who has submitted a resignation becomes an inactive member. An inactive membership may be reactivated at the discretion of the Board, after receipt of a written dated request to the Membership chair.
A service charge of 15% of the purchase price shall be assessed against any share purchased by a shareholder after February 1, 1959 in the event the shareholder withdraws from the Corporation within two years of the date of acceptance of his membership by the Board of Directors.
Only members with fully paid shares are full owners of the pool, and each fully paid share in good standing is entitled to only one vote. To be a member in good standing, a member must have paid all past and current dues. Only members in good standing are eligible to vote, to serve on a standing committee, to serve as an officer, or to serve as a director of the corporation.
Any shareholder or seasonal member or member of a shareholder's household or of a seasonal household may, for cause, and after opportunity for a hearing, be barred from the facilities for not more than three months, by a two-thirds vote of the directors present at a meeting of the Board of Directors, or barred permanently by a three-fourths vote of the entire membership of said Board. Causes for barring shall consist of violations of these by-laws, violations of the rules or regulations of the corporation, and conduct unbecoming a lady or gentleman. Should a shareholder be barred permanently his share or shares shall be deemed to be offered to the corporation as provided in Section 6, of this Article.
Starting May 11 of each year, a limited number of "Seasonal Memberships" shall be offered at the discretion of the Board to individuals or a family. The rate will be set by the Board of Directors and shall be higher than the regular dues. For each "Seasonal Membership" household, any dependent 21 years or older (full time student excluded) will be assessed an additional fee to be determined by the Board of Directors. Purchasers of Seasonal Memberships shall not be entitled to voting privileges under Article VII, Section 8, but shall be subject to the provisions of Article VII, Section 9, and Article X, Section 2 and 6. Seasonal Memberships are not renewable and not transferable. No portion of the cost of a Seasonal Membership is refundable nor applicable to a future regular membership. This amount of the seasonal membership is payable in full.