Board of Directors

                                                  SADDLEBROOKE SWIM CLUB BY-LAWS

                                                                 Adopted April 23, 2024

Bylaws of the SaddleBrooke Swim Club, A Social and Fitness Club of the SaddleBrooke 2 Homeowners Association, an Arizona Non-Profit Corporation.

RECITAL

The following are the Bylaws of the SaddleBrooke Swim Club, hereinafter also referred to as "the Club" or "SBSC," a Social and Fitness Club of the SaddleBrooke Two Homeowners Association, an Arizona Non-Profit Corporation, hereinafter also referred to as SBHOA2, located in Pinal County, Arizona. All present and future Club Members are subject to these Bylaws.

Article 1

PURPOSE AND DEFINITIONS

1.1 Purpose. The purpose of the SaddleBrooke Swim Club is to encourage participation of all

SaddleBrooke residents in swimming for fitness, recreation and the opportunity to join in

competitive events within an environment dedicated to promoting the sport of swimming.

1.2 Governing documents. The SaddleBrooke Swim Club is subject to these Bylaws, as amended from time-to-time ("Bylaws"), and any and all provisions of the SBHOA2 overall governing documents.

1.3 Definitions. "Member" shall be any member of the SaddleBrooke Swim Club. "Resident" shall mean any resident of SaddleBrooke 1 or SaddleBrooke 2 Homeowners Associations.

1.4 Eligibility. No person shall be denied membership due to race, color, gender, sexual orientation, religion, or national origin.

Article 2

THE BOARD OF DIRECTORS

2.1 Number, Term, Qualifications and Offices. The affairs of the Club shall be governed by a Board of Directors. The Board shall consist of five (5) members in good standing of SBSC and of either the SaddleBrooke 1 or SaddleBrooke 2 Homeowners Associations. They will hold the offices of President, Vice-President, Treasurer, and Secretary, and shall run for those Offices specifically. There shall also be a Member-at-Large, who shall be the immediate Past President of the SBSC and shall not stand for election, but shall be automatically appointed, and a voting member. The appointed person shall serve until they are no longer the immediate Past President. The normal term of office for the four (4) elected Directors shall be two (2) years; however, to provide for staggered terms to promote continuity and corporate memory, and at the initial Annual Election of Officers (Directors) after the adoption of this document, the duly elected Board members shall decide among themselves which two (2) shall serve a single, one (1)-year term. The following year, those members shall stand for election. The year thereafter, the remaining two (2) members shall stand for election, such that each Board Member shall serve for two (2) years.

2.2 Removal. Any Director may be removed with or without cause by a majority vote of the Members at any properly noticed meeting at which there is a quorum in person or by proxy. A successor shall then be elected immediately to fill the vacancy to serve the balance of the term of the removed Director.

2.3 Vacancies. Vacancies on the Board, including that of the Past President (Member-at-Large), shall be filled by vote of the majority of the remaining Directors, even though they may not constitute a quorum. Each person so selected shall serve the balance of the unexpired term.

2.4 Compensation. No Director shall receive compensation for any service he/she may render to the Club. However, Directors may be reimbursed for their actual expenses incurred in the

performance of their duties.

2.5 President. The President shall be the Club's Chief Executive Officer and shall have all powers and duties usually vested in the office of the President.

2.6 Vice President. The Vice President shall perform the duties of the President when he or she is absent or unable to act and shall perform other such duties as prescribed by the Board.

2.7 Secretary. The Secretary shall keep the Minutes of all meetings of the Board and the Club

(excepting committee meetings) and shall have custody of the business records of the Club,

other than the financial records kept by the Treasurer. The Secretary shall perform other such

duties as prescribed by the Board.

2.8 Treasurer. The Treasurer shall be responsible for Club funds and keeping complete and accurate accounts of all receipts and disbursements on behalf of the Board of Directors.

2.9 Powers and Duties. The Board shall have the powers necessary to administer the affairs of the SaddleBrooke Swim Club consistent with the purposes and objectives set forth by the Club. In their duties, Board Members must exercise care and loyalty to the Club and shall not engage in any conflict of interest. Absent a duly authorized vote of the Club members, the Board may not do the following activities:

1. Amend these Bylaws;

2. Terminate the Club;

3. Elect Members of the Board, except as provided in Paragraph 2.3 above for vacancies

with unexpired terms.

2.10 Delegation of Powers and Duties. A Director may not delegate Board-related voting obligations to another Director or any other person to serve as a proxy for that Director's vote.

2.11 Committees. From time-to-time, the Board, in its sole discretion, may appoint and disband committees as needed.

Article 3

MEETINGS OF DIRECTORS

3.1 Meetings. Regular meetings of the Board shall be held from time to time, but no less than four (4) times per fiscal year. The meetings may be held at such time and place as determined by a majority of the Directors; and shall be noticed to the members in writing or by electronic means (such as email or posted on the Club website), stating the day, time and location. Notices shall be provided at least five (5) days prior to the meeting.

3.2 Special Meetings. Special meetings of the Board may be called at any time by the President, or by any two (2) Directors. Notice of such meetings must be in accordance with Article 3 Section 3.1 of these Bylaws.

3.3 Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business at a meeting of the Directors.

3.4 Waiver of Notice. Before any meeting, a Director may waive notice of such meeting in writing or by electronic means. Attendance by a Director at a meeting of the Board shall be construed as a waiver by him or her of timely and adequate Notice.

3.5 Open Meeting. Any member in good standing of the SBSC may attend any meeting of the Board, but such member shall not be entitled to participate, except with the consent of the Board. The Board may convene a private Executive Session at which members are not allowed to attend; wherein items of a sensitive nature, including, but not limited to, legal and personnel issues may be discussed and action taken. There is no requirement to notice Club members of private Executive Sessions.

ARTICLE 4

GENERAL MEMBERSHIP MEETINGS

4.1 General membership meetings. General meetings of the membership of the SBSC shall be held twice per year on dates as decided by the Board: one in the Fall and one in the Spring. Notice of meeting(s) shall be posted at least ten (10) days prior to the meeting date(s). Notice may be posted and/or sent electronically. The Spring membership meeting may also be the annual election meeting in accordance with Article 5 Section 5.3.

4.2 Quorum. Club business may be conducted in membership meetings by a simple majority vote of those present and voting, which shall be considered a quorum. Proxy votes will be considered. Electronic voting may be considered when applicable.

Article 5

NOMINATION AND ELECTION OF BOARD OF DIRECTORS; OFFICERS

5.1 Appointment of Nominating Committee; Duties.  At least sixty (60) days prior to the annual election of officers, the Board shall appoint a Nominating Committee Chair, and the Chair shall appoint members to this committee. All appointed committee members shall be a member in good standing of the SBSC. The slate of candidates proposed by the Nominating Committee shall be presented to the Board no less than thirty (30) days prior to the scheduled annual election of Directors; and each candidate shall be put forth by the committee for a specific office; e.g., President, Vice President, Treasurer and Secretary. The membership shall be notified of the slate of candidates no less than thirty (30) days prior to the annual election. Notification may be made by electronic means.

5.2 Additional Nominations. Any member in good standing of the SBSC may nominate additional candidates, with consent of those nominated, or may self-nominate, within one (1) week of the membership notification of the slate. If any additional candidates are nominated, the Board shall ensure that the membership is notified of the additional candidates at least two (2) weeks prior to the annual election. Electronic means may be used for notification.

5.3 Annual election of Directors, notice of election, membership voting. The election of the Board of Directors may take place at the Spring meeting of the SaddleBrooke Swim Club membership if electronic voting has not yet taken place. Club members, or their respective, authorized proxies, may cast as many votes as they are entitled to exercise. In accordance with Article 2 Section 2.1, at the initial annual election of Directors (Officers) after the adoption of these Bylaws, each member entitled to vote shall have as many votes to cast in accordance with the number of positions standing for election; e.g., if two (2) positions are standing for election, each member shall have 2 votes; if three (3) positions are standing for election, each member shall be entitled to three (3) votes. Electronic voting is permitted.

5.4 Seating. The newly elected Board shall be seated following the Spring annual election on May 1.

5.5 Notice. Notice of the annual meeting and election of Directors (Officers) shall be in accordance with Article 4 Section 4.1 of these Bylaws.

5.6 Cumulative voting. Cumulative voting is not permitted.

Article 6

RECORD KEEPING

6.1 Books of Record. The Board shall cause to be kept complete, accurate books and records of receipts and expenditures. The books and records, and all contracts, papers, and other records of the Club shall be available for examination by Members upon a minimum of 7 (seven) day's notice and shall occur at reasonable times.

6.2 Minutes. The Board shall take, or cause to be taken, minutes of all regular, special, and

membership meetings.

Article 7

AMENDMENTS

7.1 These Bylaws may be amended in the following manner: The Board shall provide a copy of the proposed Amended Bylaws to all Club members and set a date for a meeting of the members to vote on the amendment(s). The meeting must occur not less than ten (10) and no more than sixty (60) days after the proposed Amended Bylaws are provided to the members. Voting may be electronic. The proposed amended Bylaws must be approved by a simple majority of those voting (fifty percent (50%) plus one (1)). Written proxy and electronic voting are permitted.

Article 8

FISCAL AND FINANCE

8.1 Fiscal year. The fiscal year shall be October 1 through September 30.

8.2. Signing authority. The Treasurer and at least one (1) other Officer shall be authorized to sign checks, use a credit card or a direct debit device (e.g., debit card, Venmo, Zelle, etc.) for up to $350.00 (three-hundred fifty dollars and 00/100) without previous authorization; any amount exceeding $350.00 (three-hundred fifty dollars and 00/100) shall require prior Board approval.

8.3 Budget. The Board of Directors shall present, annually, a budget for membership review at the Fall meeting of the members. Dues shall not increase more than twenty-five percent (25%) per year without a simple majority of those voting (fifty percent (50%) plus one (1)). Written proxy and electronic voting is permitted.

Article 9

MEMBERSHIP AND PARTICIPATION

9.1 Membership eligibility. Membership to the Club shall be open to any person who is a resident in good standing of SaddleBrooke 1 Homeowners Association or SaddleBrooke 2 Homeowners Association.

9.2 Dues. All members of the Club are required to pay annual dues as prescribed by the Board of Directors and in accordance with the annual budget. Anyone who falls in arrears in the payment of dues by sixty (60) or more days may have all Club privileges revoked by the Board of Directors at their sole discretion.

9.3 Waiver of liability. All Club members must complete the SaddleBrooke Swim Club Membership Application/Release and the SaddleBrooke 2 HOA Waiver and Release of Liability, Assumption of Risk and Indemnity Agreement.

Article 10

DISSOLUTION

10.1 Dissolution. The SBSC shall only be dissolved as an organization by a vote of the membership. A simple majority (fifty percent (50%) plus 1) of members voting; in person or by written proxy voting shall be sufficient for dissolution.

10.2 Dissolution; settlement of outstanding debts. Prior to dissolution, all debts shall be satisfied. The President may direct the use of any and all assets to satisfy outstanding debts, provided the majority of the SBSC membership has voted for the President to do so. Any remaining assets will be turned over to SBHOA 2.