By-Laws of the Stoneleigh Community Association, Inc.

ARTICLE I
Name and Purpose

Section 1. This Association shall be known as "The Stoneleigh Community Association, Inc."

Section 2. The Association is organized and shall operate as a non-profit organization for community and civic improvement and protection and other non-profit purposes. Any income received shall be applied only to the non-profit purposes and objectives of the organization, and no part of the income shall inure to the benefit of any officer or member.

ARTICLE II
Membership and Boundaries
Section 1. Any Stoneleigh resident of legal age shall be eligible for membership in the Association. Eligible residents shall become Association members upon completion of a Membership Application and payment of current year's dues.

Section 2. Membership shall be on a resident family basis, that is, membership shall include husband, wife, and unmarried children. Both husband and wife and each unmarried child of legal age residing at home shall be entitled to cast a vote at meetings of the Association.

Section 3. Any member of the Association may be expelled for cause by a two-thirds vote of the Board of Governors provided, however, that such a member shall be notified in writing of the reasons or charges at least thirty (30) days prior to action thereon, with the right to appear at a Board of Governors' meeting. Should the Board of Governors vote to expel the member, the member shall have the right to appeal the action to the membership of the Association at its next membership meeting. To make such an appeal, the member must give written notice to the President of the Association within thirty days of notification of the Board of Governors' action. Upon giving said notice, the member shall continue to be a member until final action by the general membership at said meeting.

Section 4. The boundaries of Stoneleigh include all those properties beginning at Stoneleigh Road and running thence on the east side of York Road to Hatherleigh Road, thence on the north side of Hatherleigh Road to Oxford Road, thence on the west side of Oxford Road to Stevenson Lane, thence returning from Stevenson Lane on the east side of Oxford Road to Hatherleigh Road, thence continuing on the north side of Hatherleigh Road to Rich Hill Road, thence on the east side of Rich Hill Road to Pemberton Road, thence on the south side of Pemberton Road to Kenleigh Road, thence on the east side of Kenleigh Road to Regester Avenue, thence on the north side of Regester Avenue to Petworth Road, thence on the west side of Petworth Road to Stoneleigh Road, and thence on the south side of Stoneleigh Road to York Road, the place of beginning.

ARTICLE III
Dues and Fiscal Year

Section 1. The annual dues for membership in the Association shall be in such amount as resolved upon at the last membership meeting of the Association of the preceding year, provided that notice of such proposed action is given to the membership at least 30 days prior to the date of such membership meeting. If no such action is taken at such membership meeting, the then existing amount of dues shall continue for the following year. The dues shall be payable inJanuary of each and every year.

Section 2. The fiscal year of the Association shall be the calendar year unless otherwise set by the Board of Governors.

Section 3. A member having paid the prior year's dues, shall be considered in good standing and eligible to vote until March 15th.

ARTICLE IV
Administration

Section 1. Government and administration of the Association shall be by a Board of Governors composed of sixteen members, consisting of a President, First Vice President, Second Vice President, Treasurer, Secretary, the most recent Past President and ten other board members, including the Pool Committee chairman, the "Stoneleighite" Editor, and the chairperson of the Stoneleigh Community Oriented Policing effort. The President, First Vice President, Second Vice President and the most recent Past President shall be elected to a one-year term and may not succeed themselves in office. The Secretary and the Treasurer shall not be elected to more than two consecutive one year terms in the same office. The ten other board members shall be elected to, but not limited to, one-year terms.

Section 2. In the event of death, resignation or removal of any officer or Board Member, a successor shall be appointed by majority vote of the members of the Board of Governors at the earliest possible date to serve the unexpired term.

Section 3. The President shall preside at all meetings of the Association, appoint all committees except the Nominating Committee, and serve as a member ex-officio of all committees. The President shall submit a report at the annual general membership meeting of the Association, giving a resume of the year's work. The ex-officio status of the President on all committees shall carry with it voting rights on these committees.

Section 4. The First Vice-President shall render the President any assistance that may be deemed necessary by the President, and in the absence of the President assume the duties of the Presidency. Unless the Board of Governors shall decide to the contrary, one of the First Vice-President's principal duties shall be to serve as Chairman of the Hospitality Committee.

Section 5. The Second Vice-President shall render the President any assistance that may be deemed necessary by the President, and in the absence of the President and the First Vice-President assume the duties of the Presidency. Unless the Board of Governors shall decide to the contrary, one of the Second Vice-President's principal duties shall be to serve as Chairman of the Entertainment Committee.

Section 6. The Secretary shall keep an accurate record of the transactions of this Association and act as Secretary to the Board of Governors. The Secretary shall record the minutes of the meetings of the Board of Governors, and of membership meetings.

Section 7. The Treasurer shall keep a list of the membership, collect dues, and shall receive and safely keep all the funds paid into the Association and deposit them in the name of The Stoneleigh Community Association, Inc. in a bank or Savings and Loan Association approved by the Board of Governors. The Treasurer shall pay all expenses as per provisions of Section 8 below. All dispositions of Capital Assets shall be first recommended by two-thirds of the Board of Governors and then approved by 60% of the members present at the annual meeting or a special meeting or vote after at least 10 days notice to the membership of the proposed disposition. The funds of the Association shall be withdrawn upon order signed by any two officers of the Association. The Treasurer shall keep an account of all the assets of the Association and submit a report as to the financial status of the Association at the membership meeting and at each Board meeting. The Treasurer shall give bond at the Association expense in such amount as the Association may determine.

Section 8. A majority of the five elected officers may authorize an expenditure up to $250.00. Authorization of all expenditures over $250.00 must be approved by a majority vote of Board of Governors present and voting at the Board meeting.

Section 9. The Board of Governors may approve the investment of portions of the Association and/or Pool Committee funds in alternatives to Bank or Savings and Loan Association deposits, such as money market funds, if it shall be deemed prudent under then existing circumstances.

Section 10. The "Stoneleighite" Editor shall serve as a member of the Board. He/she shall be appointed by the President subject to the approval of the Board. His/her appointment shall be subject to annual approval by the Board.

ARTICLE V
Nominations and Elections

Section 1. The Nominating Committee shall consist of the five most immediate Past Presidents still residing in Stoneleigh and the current President who shall serve as Chairman. The Committee shall meet and nominate one Association Member for each office and for each forthcoming vacancy on the Board. The list of nominations shall be in writing and shall be submitted to the Secretary at least thirty days prior to the annual meeting. The Committee shall confirm that each nominee has agreed to serve, if elected. The Nominating Committee shall arrange for distribution of the list of nominations to members of the Association no later than twenty days prior to the annual meeting. Additional nominations can be submitted by any five members of the Association. Such nominations must be in writing and received by the Secretary of the Association at least ten days prior to the annual meeting. The written consent of any such nominee must accompany the nomination. If additional nominations are received, the election for those positions shall be by written ballot. A majority vote shall elect, if there are two nominees. A plurality vote shall elect if there are more than two nominees. Officers and Board Members shall take office on January 1st.

ARTICLE VI
Removal From Office

Section 1. Any member of the Board of Governors, may be removed from office for just cause at the annual or a special meeting by a two-thirds vote of the members of the Association present and voting, upon charges preferred by any ten members of the Association in good standing, provided that such Officer or Board Member shall have been notified of such charges not less than thirty days prior to such meeting. Any such Officer or Board Member shall have the right to appear before such meeting in defense of such charges.

ARTICLE VII
Meetings

Section 1. The Association shall hold at least one annual membership meeting a year in November or December at which meeting the Officers and Board Members shall be elected.

Section 2. Special membership meetings shall be held at the call of the Board of Governors, or upon written request signed by one hundred members of the Association provided that the purpose of the meeting shall be stated in said request and in addition thereto, shall be sent to each member of the association.

Section 3. The attendance of fifty members shall be necessary to constitute a quorum at a membership meeting of the Association.

Section 4. All voting must be done in person unless a written ballot is otherwise authorized by the Board of Governors.

Section 5. The Board of Governors shall meet no less than quarterly, at the call of the President.

Section 6. A majority shall constitute a quorum at the meetings of the Board of Governors.

ARTICLE VIII
Community Swimming Pool

Section 1. Title to the "Swimming Pool Property" shall be vested in The Stoneleigh Community Association, Inc.

Section 2. The responsibility for managing and operating the pool property shall be delegated by the Board of Governors to a six member Pool Committee, appointed by the Association President, subject to approval by the Board of Governors. The five members presently serving at the time these By-laws are adopted shall continue to serve the balance of their five year term. As Committee vacancies occur, the new appointments shall be for a term of three years with the President appointing such members each year as may be necessary to provide a six member Committee. It is the intent of this procedure that after the terms of the present committee members have expired, the committee shall consist of eight members with two members appointed by the President each year for a term of four years. Vacancies shall be filled by appointment of the President for the unexpired term. Pool Committee members shall be appointed by the incoming President. Such appointments shall be effective January 1.

Section 3. The Pool Committee may appoint additional members for such periods as it sees fit to assist in the operation of the pool. The additional members will become an active part of the committee for the period of appointment.

Section 4. The Pool Committee shall annually elect its own officers, consisting of a Chairman, Vice-Chairman, Treasurer, Secretary and such other officers as it deems necessary. The officers shall perform the normal duties of their office and such additional duties as the Pool Committee shall prescribe. The Pool Committee shall have written operating policies and procedures for the operation of the pool which shall include procedures for accepting and processing membership applications.

Section 5. The Chairman of the Pool Committee shall be an ex-officio member of the Board of Governors and he/she or a duly designated committee member shall report on pool activities and status of operation at each Board Meeting. The ex-officio status of the Chairman of the Pool Committee, or his/her designated representative, on the Board of Governors shall carry with it voting rights on the Board.

Section 6. The Pool Committee shall annually prepare a proposed budget for the operation and maintenance of the pool and submit same to the Board of Governors for their approval, before current year's bills are mailed to members. The Budget shall provide for payment of all operating expenses, all taxes and other public charges on pool property and fire and liability insurance. Any excess funds shall be credited to the reserve or sinking fund. The Board of Governors and the Pool Committee shall be charged with the responsibility of annually reviewing the sinking fund requirements.

Section 7. The Pool Committee shall collect all sums paid by members and patrons for the use of the Pool and shall make disbursements in accordance with the approved budget. Pool Committee funds shall be kept in a separate account in the name of Stoneleigh Community Association, Inc., Stoneleigh Pool Committee. Disbursements shall be on the signature of two authorized Committee members who shall be bonded.

Section 8. Prior to the annual membership meeting in November or December, the Pool Committee will submit an annual report to the Board of Governors showing operating revenue and operating expenses.

Section 9. The Secretary of the Pool Committee shall keep minutes of all meetings of the Committee, copies of which shall be available to the Board of Governors upon request.

Section 10. The books and accounts of the Pool Committee shall be audited annually in accordance with Article X of these By-laws.

Section 11. The Pool Committee shall have full and complete authority to promulgate rules and regulations for the safe, sanitary and orderly operation of the pool, including the right to suspend members from the use of the facilities for violation thereof. The suspended member will have the right of appeal to the Board of Governors. The rules and regulations shall be published periodically.

Section 12. The Pool Committee shall annually determine the minimum membership for efficient operation of the pool. If that minimum membership is not attainable, based on prior year's experience, the Committee may meet that number by accepting non-resident membership.

ARTICLE IX
Political Status

Section 1. The Association shall remain politically non-partisan at all times and shall not endorse any candidate for public political office.

ARTICLE X
Auditing

Section 1. The President shall appoint a committee composed of two members who are not members of the Board of Governors, or alternatively an outside CPA firm, to audit the books of the Association at the close of the fiscal year. The Treasurer's Annual Report and the Journal shall carry the signatures of the auditors showing that all accounts have been checked and found in order.

ARTICLE XI
Order of Business

Section 1. The recommended order of business at all meetings is:
(1) Approval of or modification of minutes of the previous meeting.
(2) Reports of Officers and Standing Committees.
(3) Reports of Special Committees.
(4) Unfinished business.
(5) New Business.

Section 2. The Board shall make final judgement on the Rules of Procedure and Order of business at Board meetings.
Section 3. Robert's Rules of Order shall govern meetings of the Association in all procedures where rules of the association do not apply.

ARTICLE XII
Amendments

Section 1. These By-laws or any Article hereof, may be altered, amended, added to or repealed by a two-thirds vote of the members present at any membership meeting of the Association, provided that at least 30 days' and not more than 60 days' written notice of such alteration, amendment, addition or repeal be given to all members of the Association.

Section 2. The Board of Governors may make, alter, amend or repeal supplementary By-laws not inconsistent herewith and may promulgate rules and regulations subject to and expediting the provisions of these By-laws provided that such supplementary By-laws or rules and regulations are approved by a majority of the members attending the membership meeting of the Association and that immediately following the implementation thereof all members of the Association are given at least 30 days' and no more than 60 days' written notice of such implementation.

ARTICLE XIII
Indemnification

Section 1. The Association shall defend, indemnify and save harmless any and all of its past and present duly elected officers, members of its Board of Governors, its committee members, and/or volunteers appointed and acting on its behalf including, but not limited to the Pool Committee, from any and all claims, injuries, losses, damages, and/or expenses arising out of their association duties, and the same shall not be held personally liable or responsible for any claim, injury, loss, damage, and/or expense arising out of any act or failure to act in his, her or their individual or joint capacities as such officer, member of the Board of Governors, Committee Member and/or volunteer as long as he, she, or they reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her, or their conduct was unlawful.

Section 2. The Board of Governors shall be empowered to authorize the purchase of such insurance as may be reasonably available to provide for the above indemnification.