THE EDGECLIFF CLUB COMPANY EUCLID, OHIO BYLAWS As adopted April 21, 2013, to replace all prior articles and amendments. Incorporated under the laws of the State of Ohio on May 24, 1928, Corporation No. 131376. ARTICLE I Name and Purpose The name of this community corporation shall be The Edgecliff Club and is incorporated as a not-for-profit corporation under the laws of the State of Ohio. The purpose of The Edgecliff Club is to manage the property and maintain all rules, regulations, covenants, and restrictions contained in the Deed conveying such property to the Edgecliff Club recorded September 20, 1928 in Cuyahoga County, Ohio. The Club shall ensure that the property be used exclusively for such private park, recreation and enjoyment of persons eligible to be members of the Club. ARTICLE II Membership A. Qualification of Members - Any owner of any sub-lot in the S.H. Kleinman Realty Company s Utopia Beach Subdivisions Nos. 1, 2, 3, or 4, in Euclid, Ohio or any member of the immediate household of any such owner, or any person occupying any house built on any of the lots in said subdivision as a residence, upon first paying to the Club the initiation fee hereinafter provided to be paid, and complying with all rules, regulations and bylaws and all other conditions herein provided, may be entitled to membership in the Club. B. Application for Membership Any person having the qualifications herein provided, upon written application, may be admitted to membership in the Club by the affirmative vote of a majority of the Board of Trustees. C. Expulsion of Members Any member of the Club may be suspended or expelled from membership therein by the affirmative vote of a majority of the Board for failure to comply with all rules and regulations of the Club, or for any conduct unbecoming a member thereof. Any member so expelled shall, upon written request to the Board, be entitled to a hearing before the Board of Trustees and afforded an opportunity to refuse any charges made against him. D. Termination of Membership Any member of the Club being more than thirty (30) days in arrears in the payment of his dues or other obligations to the Club, may be suspended by the Board of Trustees and during the period of suspension shall be denied the rights and privileges of the Club. 1
E. Reinstatement Any member who has been suspended or who has resigned from membership may be entitled to reinstatement to active membership, upon filing an application, accompanied by payment of all fees and dues as hereinafter provided. 1. Any member who has been suspended or who has resigned as a result of his moving outside of Utopia Beach Subdivisions Nos. 1, 2, 3, or 4, thereby being unable to take advantage of the Club s facilities, may be reinstated as a member in good standing upon moving back into the allotment and paying the dues for the current year. 2. Any member who has been suspended or who has resigned and has remained as a resident in the allotment during such suspension, may be reinstated as a member in good standing upon payment of the lesser of: (a) annual dues in arrears, or (b) the initiation fee in effect at such time plus the current dues. F. Voting Rights of Members Each adult, not less than twenty-one (21) years of age, who is an active member of the club at the time of the Annual Meeting or any special meeting which is called, shall exercise one vote for any business being voted on. G. Use of Property and Facilities Any active member of the Club may make ordinary use of the property and facilities owned by The Edgecliff Club, according to the rules and regulations set forth by the Board. Any member of the Club, family member or guest of a member of the Club, who misuses such property or violates the rules and regulations set forth by the Board shall be subject to fines, suspension and/or expulsion from membership of the Club. ARTICLE III Meetings of Members A. Annual Meeting The members of the Club shall hold at least one (1) meeting each fiscal year ( the Annual Meeting ) for the election of members of the Board, the consideration of reports, and the transaction of such other business as may properly be brought before such meeting. The Annual Meeting of the members of the Club shall be held at a place and time designated by the Board on the third Sunday in April of each year, or as soon thereafter as may be found convenient. B. Special Meetings A special meeting of the members of the Club may be held for any purpose and may be called by the President, a majority of the Board, or at least twentyfive percent (25%) of the active members of the Club, upon request in writing to the President or Secretary of the Club. The business at each special meeting shall only be that business specified in the notice thereof. C. Notice of Meetings Not less than seven (7) days prior to the meeting of the members of the Club, written notice stating the time, place and purpose of such meeting shall be given by, or at the direction of, the Secretary of the Club or any other person calling the meeting. 2
D. Robert s Rules of Order Unless otherwise provided in these bylaws, Robert s Rules of Order shall govern the conduct of meetings of the members of the Club. ARTICLE IV Board of Trustees A. Number and Qualification The Board of Trustees ( Board ) shall consist of nine (9) persons. Each Trustee shall be a resident and property owner in the S.H. Kleinman Utopia Beach Subdivisions 1, 2, 3, or 4 and shall be an active member of the Club. B. Election and Term of Office Trustees shall be elected at each annual meeting of the members of the Club. Any member who seeks to be a Trustee must be nominated as a candidate at the annual meeting at which the Trustees will be elected. Each active member of the Club may vote for as many candidates as there are vacancies in the Board. The candidates receiving the greatest number of votes shall be elected. Nine Trustees shall be elected at the first meeting of the Club subsequent to passing these amended bylaws. Five (5) Trustees shall be elected to a term of two years. Four (4) Trustees shall be elected to a term of one year. Thereafter, all Trustees shall be elected to two year terms and each Trustee shall hold office until the second annual meeting of the members of the Club following that at which he was elected and until his successor is elected, or until his earlier resignation, removal from office, or death. C. Resignations and Vacancies Any Trustee may resign at any time by oral statement at a meeting of the Board or in writing to the Secretary of the Club. In the case of death, resignation or other vacancy in the Board of Trustees (other than expiration of term), the Trustees, by a majority vote, shall elect an active member of the Club to fill the unexpired term of any vacant Trustee. D. Removal of Trustees from Office The Board may remove any duly elected and appointed Trustee who fails to attend two (2) consecutive regular or special meetings of the Board, without due and sufficient cause or reason acceptable to a majority of the Board. A successor to the newly vacant position on the Board shall be elected as provided in Article IV, Section C. E. Organization Meeting Not more than thirty (30) days after each Annual Meeting of members of the Club, the newly elected Trustees and those Trustees whose terms hold over shall hold an organization meeting for the purpose of electing officers and transacting any other business. F. Regular and Special Meetings Regular meetings of the Board may be held from time to time, but at least three (3) such meetings shall be held during each fiscal year. Special meetings of the Board may be held at any time upon call by the President or any four (4) Trustees. Notice of the time and place of any meeting of the Board shall be given to each Trustee by the Secretary or by the person calling such meeting. Such notice shall be given at least forty-eight (48) hours prior to the meeting. 3
G. Open Meetings All meetings of the Board shall be open to the members of the Club. Adequate notice of all meetings of the Board shall be given to each member of the Club at least forty-eight (48) hours prior each meeting. H. Quorum A majority of the Trustees shall constitute a quorum for the transaction of business, except that a majority of the Trustees in office shall constitute a quorum for filling a vacancy on the Board. I. Compensation No Trustee shall receive compensation for his or her services as Trustee except a discount on membership dues for the current year as decided by the Board. Such discount shall only apply to the Trustee and his or her immediate family living in his or her household. J. Powers and Duties All power and authority of The Edgecliff Club shall be exercised by the Board of Trustees. The Board shall be responsible for the maintenance of the property owned by the Club as well as maintenance, care, repair and replacement of facilities located on the property. In carrying out the purposes of the Club, the Board, on behalf of the Club, may: 1. purchase, acquire, lease, hold, use, sell, exchange, transfer, and dispose of property; 2. make contracts; 3. effect insurance; 4. use monies of the Club for the purposes of repairing, replacing, or restoring any areas of the property of the Club; 5. use monies of the Club for the purposes of improvements or additions to the property of the Club provided that if such monies exceed $20,000, the prior approval of the members of the Club by a majority of the eligible members to vote shall be obtained at a special meeting duly held for such purpose; 6. borrow money, and issue, sell, and pledge notes, bonds, and other evidences of indebtedness of the Club provided that if such borrowing exceeds $20,000, the prior approval of the members of the Club by a majority of the eligible members to vote shall be obtained at a special meeting duly held for such purpose; 7. set rules and regulations for the Club; 8. set initiation fees and membership dues; 9. levy fines and assessments against members of the Club; 10. create special committees of the Board; 11. by special committee, audit the books of the treasurer, from time to time; 12. do all things permitted by law which further the purposes of the Club. K. Committees 1. Standing Committees At the organization meeting of the Board, the Board shall appoint not less than one (1) Trustee to each of the following Standing Committees: a. Membership; b. Maintenance; c. Reservations; and 4
d. Capital Improvements. 2. Special Committees From time to time, the Board may create Special Committees to carry out the purposes as designated by the Board. 3. Each committee, Standing and Special, may be comprised of members of the Club and not less than one (1) Trustee. Each committee shall give a report at every regular meeting of the Board and at the Annual Meeting of members of the Club. Each committee shall keep full records and accounts of its proceedings and transactions. Any and all actions by each committee may be limited by the Board and all actions made by each committee shall be reported to the Board at its next meeting following such action and shall be subject to control, revision, and alteration by the Board. ARTICLE V Executive Officers A. Election of Officers and Term of Office The Board shall elect a President, a Vice President, a Secretary and a Treasurer. The same person may hold the offices of Secretary and Treasurer. Officers shall be elected at the organization meeting of the Board following the Annual Meeting each year. Each officer shall be elected for a oneyear term and shall hold office until a successor is appointed at the next organization meeting of the Board following the next Annual Meeting. B. Qualifications The President and Vice President shall be Trustees and active members of the Club. All other officers shall be active members of the Club. C. Removal and Vacancies of Officers Any officer may be removed at any time by a majority of the Board of Trustees. Any officer may resign at any time by oral statement at a meeting of the Board or in writing to the Secretary of the Club. In the case of death, resignation or removal of the Vice-President, Secretary, or Treasurer, the Board, by a majority vote, shall elect an active member of the Club, and Trustee if required under Article V, Section B, to fill the unexpired term of the officer. In the event of a vacancy in the office of President, the Vice-President shall assume the role of President and the Board shall elect a new Vice-President. D. Compensation No officer shall receive compensation for his or her services as an officer except a discount on membership dues for the current year as decided by the Board. Such discount shall only apply to the officer and his or her immediate family living in his or her household. E. President The President shall be the chief executive officer of the Club and shall exercise supervision over the affairs of the Club and over its officers, subject to the control of the Board. Unless such authority is limited by the Board, the President shall have authority to sign all contracts, notes and other instruments requiring his signature; preside at all meetings of the Board of Trustees and at all meetings of the members; and shall perform the duties required of him/her by the bylaws, the Board, the laws of the State of Ohio, and such duties as are usually incident to the office. 5
F. Vice-President The Vice-President shall, in the absence of the President or in the event of his inability to act, perform the duties of said President. In the event of absence or inability of both the President and the Vice-President to act, the Board shall appoint a president pro tem, who shall preside and act on behalf of the President. G. Secretary The Secretary shall attend all meetings of the Board and all meetings of the members of the Club, including the Annual Meeting; keep minutes of such proceedings and make such minutes available to any member of the Club who requests to view the minutes; at each meeting of the Board, read the minutes from the preceding meeting; preserve the books of the Club; give notice of meetings to members of the Club and Trustees; maintain the roster of members; and perform such other duties as the Board may prescribe from time to time. H. Treasurer The Treasurer shall have general supervision of all finances; receive and have custody of all money, bills, funds, notes and other valuable effects in the name of The Edgecliff Club; deposit all moneys, securities, and other valuable effects in the name of The Edgecliff Club in such depositories as may be designated by the Board; have the power to sign checks and vouchers for the payment of moneys, which may be countersigned by the President and/or Vice-President; keep adequate and correct books of the financial affairs of The Edgecliff Club, including accounts of the business transactions of the Club, assets, liabilities, receipts, expenditures, profits and losses, together with such other accounts as may be appropriate; and shall report the condition of said finances to the Board at every regular meeting of the Board and at the Annual Meeting of the members of the Club. The Treasurer shall, at all times, keep all books containing the Club s financial information open for inspection by the Board or anyone whom the Board may designate. ARTICLE VI Fiscal Year The fiscal year of the Edgecliff Club Corporation shall commence on the first day of each April and end on the last day of each March. ARTICLE VII Definitions A. Wherever the word Club is used in these bylaws and any rules and regulations set forth by the Board shall mean The Edgecliff Club Company. B. Wherever the word Board is used in these bylaws and any rules and regulations set forth by the Board shall mean The Board of Trustees elected by the members of the Edgecliff Club. C. Wherever the word Member is used in these bylaws and any rules and regulations set forth by the Board shall mean a person who has been admitted to membership in the Club. 6
D. Wherever the words Active Member is used in these bylaws and any rules and regulations set forth by the Board shall mean a person who has been admitted or reinstated to membership in the Club who is not suspended, expelled, or terminated. ARTICLE VIII Amendments These bylaws may be adopted, changed, amended or repealed, in whole or in part, by the majority vote of the active members of the Club present at any Annual Meeting of the Club or at any special meeting held for that purpose. Notice of the meeting shall contain a full statement of the proposed amendment. All amendments to these bylaws shall be added hereafter under consecutive Article numbers, showing reference to the minutes of the membership meeting at which such amendment was adopted. 7