BY-LAWS OF THE BAYSHORE ASSOCIATION, INC.

ARTICLE I
Name and Office

The name of this Corporation is Bayshore Association, Inc.  The principal office of this Corporation shall be the home address of the current Association President with a mailing address of PO Box 913, Seneca, South Carolina.  The Corporation may change its principal office and have offices at such other places, either within or without the State of South Carolina, as the Board of Directors may decide.


ARTICLE 2
Purpose

The purpose of the Corporation is to lessen the burdens of government by attempting to alleviate community tensions, discrimination, deterioration, juvenile delinquency and other community problems through education, counseling, social functions and community projects.


ARTICLE 3
Membership

      (a)  Membership in this Corporation is limited to those owning property in Bayshore Estates Subdivision on waters of Hartwell, and their immediate family.  Bayshore Estates Subdivision is defined as Sections I through and including Section VII and also Tracts 1, 2, and 6 as shown on the following plats:
   
1)Composite Plat of Bayshore Estates prepared by Wayne R. Garland dated September 22, 1975.

2)Plat of Lots 6-64, 6-65 by Schumacher Engineering Service, 
dated June 19, 1975.

3)Plat of Lots 6-61, 6-62, 6-63 by Wayne R. Garland dated 
November 9, 1978.

Persons are elected into membership by a majority vote of all the members of the Corporation at an annual or special meeting of the members.  A member may be elected between membership meetings by a majority vote of the Board of Directors, but such new member(s) will be subject to ratification at the next membership meeting.  Should a new member fail to be ratified, the initiation fee will be refunded.

(b)  Each member shall be entitled to one vote.  The right of a member to vote and all rights, title and interest in or to the Corporation shall cease on the termination of membership.  No member shall be entitled to share in the distribution of the corporate assets upon dissolution of the Corporation.


(c)  Any member may resign from the Corporation by delivering a written resignation to the President or Secretary of the Corporation.


(d)  Each member shall pay the sum of One-hundred ($100.00) dollars as initiation fee upon application for membership, and shall thereafter by the last Saturday of April of each succeeding year pay annual dues of  One-hundred twenty five ($125.00) dollars.  A grace period for payment of dues without forfeiture of membership shall extend from the last Saturday of April until the following June 1st.

(e)  All members are subject to annual dues of such amount as provided in (d) above.  New member dues are payable at the time of application and are prorated on a ten (10) month basis beginning July 1st.  Current member dues are payable by the date of the annual meeting on the last Saturday in April.  Written notice for dues payable will be sent by the Treasurer of the Corporation.  Members not paid by June 1st, following the last annual meeting will be dropped from membership.  Members who have resigned or who have been dropped for nonpayment of dues will be subject to the same regulations, fees, and dues as a new member.
 
ARTICLE 4
Meetings of Members

(a)  The annual meeting of the members of the Corporation shall be held at the principal office of the Corporation or at such other place as the Board of Directors may decide on the last Saturday in April in each year, unless it is a legal holiday, then on the next succeeding Saturday not a legal holiday, for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting.

(b)  Notice of the time, place, and purpose of the annual meeting shall be served either personally or by mail, not less than ten (10) or more that thirty (30) days before the meeting to each person who appears upon the books of the Corporation as a member at the address as it appears on the books of the Corporation unless the member has filed with the Treasurer of the Corporation a written request that notices intended for the member be mailed to some other address.  In this case, notices shall be mailed to the address designated in the request.

(c)  Special meetings of the members may be called at any time by the President or by three Directors and must be called by the President or Secretary on receipt of the written request of one-third of the members of the Corporation.

(d)  Notice of a special meeting stating the time, place, and purpose or purposes thereof shall be served either personally or by mail, not less than ten (10) nor more than thirty (30) days before the meeting upon each person who appears upon the books of the Corporation as a member, and, if mailed, such notice shall be directed to each member at their address as it appears on the books of the Corporation, unless notice has been filed with the Secretary of the Corporation by written request intending for mail to be sent to some other address, in which case it shall be mailed to the address designated in such request.

(e)  At any meeting of members of the Corporation the presence of one-third of the members in person or by proxy shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these By-Laws.  In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the members present in person or by proxy, without notice other than by announcement at the meeting and without further notice to any absent member.  At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

(f)  At every meeting of members each member shall be entitled to vote in person, or by proxy duly appointed by instrument in writing which is subscribed by such member and which bears a date not more than six (6) months prior to such meeting, unless such instrument provided for a longer period.  Each member of the Corporation shall be entitled to one vote.  The vote for Directors and, upon the demand of any member, the vote upon any question before the meeting, shall be by ballot.  All elections and all questions shall be decided by a majority vote of the membership present in person or by proxy.

(g)  Any member, Director, or Officer may be removed from membership or from office by the affirmative vote of two-thirds of the full membership, registered either in person or by proxy, at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation.  Any such member, Director, or Officer proposed to be removed shall be entitled to at least ten (10) days notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

(h)  Members shall not receive any stated salary for their services as such.  The Board of Directors shall have power in it’s discretion to contract for and to pay to members rendering unusual or special services to the Corporation special compensation appropriate to the value of such services or their expenses.

ARTICLE 5
Directors

(a)  The business and property of the Corporation shall be managed and controlled by a Board of Directors, who shall be elected annually by the membership.

(b)  The Board of Directors shall consist of nine (9) members who shall be divided into three classes in respect of term of office, each class to contain one-third of the whole number of the Board.  Of the first Board of Directors, the members of one class shall serve until the annual meeting of members held in the year following their election, the members of the second class shall serve until the annual meeting of members held two (2) years following their election, and the members of the third class shall serve until the annual meeting of members held three (3) years following their election; however, that in each case Directors shall continue to serve until their successors shall be elected and shall qualify.  At each annual meeting of members following election of the first Board of Directors, one class of Directors shall be elected to serve until the annual meeting of members held three years next following and until their successors shall be elected and shall qualify.  Each Director shall be a member of the Corporation.

(c)  Any vacancy in the Board of Directors occurring during the year, including a vacancy created by an increase in the numbers of Directors, may be filled for the unexpired portion of the term by the Directors then service, although less than a quorum, by affirmative vote of the majority thereof.  Any director so elected by the Board of Directors shall hold office until the next succeeding annual meeting of the Corporation or until the election and qualification of their successor.

(d)  Notice of all Director’s meetings, except as herein otherwise provided, shall be given by mail or personal conversation at least three (3) days before the meeting, but such notice may be waived by any Director.  Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined by the Board.  Any business may be transacted at any Director’s meeting.  At any meeting at which every Director shall be present, even though without notice or waiver thereof, any business may be transacted.

(e)  At all meetings of the Board of Directors, the President or Vice-President, or, in their absence, a chairman chosen by the Directors present, shall preside.

(f)  At all meetings of the Board of Directors a majority shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or by these By-Laws.  A Board member may appoint a proxy in writing to attend any meeting and vote in their behalf.

(g)  The Directors and Officers of the Corporation may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Corporation, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Corporation, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, Directors or otherwise; provided however, that any contract, transaction or act on behalf of the Corporation in a matter in which the Directors or Officers are personally interested as shareholders, Directors, or otherwise shall be at arm’s length and not violate the provisions of the Charter or the laws of the State of South Carolina against the Corporation’s use or application of it’s funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Corporation if such contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and it’s regulations as they now exist or as they may hereafter be amended.  In no event, however, shall any person or other entity dealing with the Directors or Officers be obligated to inquire into the authority of the Directors and Officers to enter into and consummate any contract, transaction, or other action. 

(h)  Directors shall not receive any stated salary for their services as such.  The board of Directors shall have power in it’s discretion to contract for and to pay to Directors rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services or for expenses.

(i)  All the corporate powers, except such as are provided for in these By-Laws and in the laws of the State of South Carolina, shall be and are hereby vested in and shall be exercised by the Board of Directors.  The Board of Directors may by general resolution delegate to committees of their own number, or to officers of the Corporation, such powers as they may see fit.

ARTICLE 6
Officers

(a)  The Officers of the Corporation shall be President, Vice-President, Secretary, Treasurer, and such other Officers with such powers and duties not inconsistent with these By-Laws as may be appointed and determined by the Board of Directors.  Any two offices may be held by the same person.

(b)  The Officers shall be elected annually by the Board of Directors from among their number at the first meeting of the Board of Directors after the annual meeting.

(c)  In case any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Directors then in office, although less than a quorum, may elect an Officer to fill such vacancy, and the Officer so elected shall hold office and serve until the first meeting of the Board of Directors after the annual meeting next succeeding and until the election and qualification of their successor.

(d)  The President shall preside at all meetings of members and of the Board of Directors.  The President shall have and exercise general charge and supervision of the affairs of the Corporation and shall do and perform such other duties as may be assigned to them by the Board of Directors.

(e)  At the request of the President, or in the event of the President’s absence or disability, the Vice-President shall perform the duties and possess and exercise the powers of the President, and shall perform such other duties as may be assigned to him by the Board of Directors.

(f)  The Secretary shall have charge of such books, documents and papers as the Board of Directors may determine and shall have the custody of the corporate seal.  The Secretary shall attend and keep the minutes of all meetings of the Board of Directors and members of the Corporation.  The Secretary shall keep a record, containing the names, alphabetically arranged, of all persons who are members of the Corporation, showing their places of residence.  The Secretary may sign with the President or Vice-President, in the name and on behalf of the Corporation, any contracts or agreements authorized or ordered by the Board of Directors.  The Secretary may affix the seal of the Corporation.  The Secretary shall, in general, perform all the duties incident to the office of Secretary subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned to them by the Board of Directors.

(g)  The Treasurer shall have the custody of all funds, property, and securities of the Corporation, subject to such regulations as may be imposed by the Board of Directors.  The Treasurer may be required to give bond for the faithful performance of the duties, in such sum and with such sureties as the Board of Directors may require.  When necessary or proper, the Treasurer may endorse on behalf of the Corporation for collection, checks, notes and other obligations, and shall deposit the same to the credit of the Corporation at such bank or banks or depository as the Board of Directors may designate.  The Treasurer shall sign all receipts and vouchers and, together with such other Officer or Officers, if any, as shall be designated by the Board of Directors, shall sign all checks of the Corporation and all bills of exchange and promissory notes issued by the Corporation, except in cases where the signing and execution thereof shall be expressly designated by the Board of Directors or by these By-Laws to some other Officer or agent of the Corporation.  The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the Corporation.  The Treasurer shall regularly enter on the books of the Corporation to be kept by the Treasurer for the purpose full and accurate account of all moneys and obligations received and paid or incurred by them for or on account of the Corporation, and the Treasurer shall exhibit such books at all reasonable times to any Director on application at the offices of the Corporation.  The Treasurer shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors.

(h)  Officers shall not receive any stated salary for their services as such.  The Board of Directors shall have power in it’s discretion to contract for and to pay to Officers rendering unusual or exceptional services to the Corporation special compensation appropriate to the value of such services or for expenses.

(i)  Any Officer may be removed from office by the affirmative vote of two-thirds of all the Directors at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Corporation, for lack of sympathy with it’s objectives, or for refusal to render reasonable assistance in carrying out it’s purposes.

ARTICLE 7
Fiscal Policies

(a)  The fiscal year shall be from May 1 to April 30, unless changed by the Board of Directors.

(b)  There shall be an annual audit of the funds and other assets of the Corporation at the beginning of each fiscal year, or whenever a new Treasurer takes office if this is not concurrent with the fiscal year.  The Board of Directors is empowered to request an accounting at any time by a majority vote and may set the policy of all financial matters pertaining to the operation of the Corporation.

ARTICLE 8
Contracts

The Board of Directors, except as in these By-Laws otherwise provided, may authorize any Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge it’s credit, or render it liable pecuniary for any purpose or to any amount. 

ARTICLE 9
Prohibition Against Sharing in Corporate Earnings

No member, Director, Officer, employee of, or member of a committee of, or person connected with the Corporation, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered or expenses incurred to or for the Corporation in effecting any of it’s purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Corporation.  All members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the residual assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board of Directors may determine exclusively to charitable, religious, scientific testing, for public safety, literary, or education organizations which would then qualify under the provisions of Section 501 (c) (3) of the Internal Revenue Code and it’s regulations as they now exist or as they may hereafter be amended.  No Officer, Director or member shall be personally liable for the debts of the Corporation.

ARTICLE 10
Investments

The Corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors, provided, however, that no action shall be taken by or on behalf of the Corporation if such action is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and it’s regulations as they now exist or as they may hereafter be amended.

ARTICLE 11
Exempt Activities

Notwithstanding any other provision of these By-Laws, no member, Director, Officer, employee, or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501 (c) (3) of the Internal Revenue Code and it’s regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c) (2) of such code and regulations as they now exist or as they may hereafter be amended.

ARTICLE 12
Amendments

These By-Laws may be amended by a two-thirds vote of the members at any special or regular meeting of the members, provided that written notice of the proposed amendment has been given to all members at least one (1) week in advance of the meeting.


Revised and amended:  April 1, 2008