BYLAWS OF THE

OAK RIDGE SWIM CLUB, INCORPORATED

A Non-Profit Recreational Swim Club

As Amended and re-stated July, 2007

ARTICLE I. NAME

The name of the non-profit Corporation shall be Oak Ridge Swim Club, Inc. (ORSC).

ARTICLE II. PURPOSE

The purpose of the formation and operation of this non-profit Corporation is to promote the health and social welfare of its members in the ownership of a swimming pool and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in the County of Guilford, and State of North Carolina, for the use of its members and their families.

ARTICLE III. MANAGEMENT

Section 1. The Corporation shall be managed and governed by a Board of Directors consisting of no less than 9 nor more than 12 members.

Section 2. A nominating committee appointed by the President shall nominate candidates, and nominations must be received at least fifteen days prior to the annual meeting. There will be no nominations made from the floor at the stockholders meeting.

All nominees and appointees must be in good standing with ORSC. The election will be held at the annual meeting, with absentee ballots to be available at the front desk of the pool for a period of at least seven days prior to the annual meeting. At each annual meeting, vacant seats on the Board of Directors can be filled by a member electing to stay on for his/her additional term. If the Board member does not elect to stay on for his/her additional term or if both terms have expired, that members seat will be filled by a nominee elected by the stockholders. Furthermore, at any meeting of the Directors, the Directors may elect to the Board any number of persons necessary to bring the Board of Directors to a maximum strength of 12 members, if vacancies should arise. Such vacancies shall be filled by election of a person to complete that unexpired term remaining.

Section 3. A member can serve on the Board of Directors for two successive 3-year terms. The Board of Directors will have the ability to extend a Board Members term, for no more than one (1) year, with a majority vote. A member that has previously served on the Board of Directors would be eligible to be reelected as a Board member after being off the Board for a minimum of one three-year term.

Section 4. Other than the secretary/membership chairman and the treasurer of the Board of Directors, who are compensated for their services at the discretion of the Board, paid employees of the Oak Ridge Swim Club (ORSC) should not serve as members of the Board of Directors. If a member of the Board of Directors accepts a position of employment with the swim club, that board member will resign from the Board of Directors, and their vacancy will be filled according to Section 2 above.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Consistent with these Bylaws, the Board of Directors or an appointed committee thereof shall:

(a) Transact all Corporation business either in person or virtually and amend the rules for the regulation and the use of the Corporations property. It may appoint and remove such officers, clerks, agents, servants, or employees as it may deem necessary in its sole discretion and may fix their duties and compensations.

(b) Handle any and all personnel issues that may be brought to any member of the Board of Directors by an employee or employees of the Oak Ridge Swim Club.Should a personnel issue involve a board member, or a members immediate family, the board member should be excused from the discussion in the interest of confidentiality and to avoid conflict of interest.

(c) Approve memberships.

(d) Fix, impose and remit penalties for violations of these Bylaws and the rules of the Corporation.

(e) Serve without compensation, except as directed by the Board when deemed necessary with a majority vote.

(f) Elect from the Board of Directors, at each annual meeting, a President, Vice-President, Secretary and Treasurer. In the event of a vacancy in any of these offices during the year, the Board may elect a member of the Board in good standing to fill the vacancy for the remainder of the year.

Section 2. Seven members of the Board shall constitute a full quorum for the purpose of transacting Corporation business, and the affirmative vote of a simple majority of Directors constituting such a quorum shall be necessary to pass any resolution or authorize any acts of the Corporation, unless herein a different vote is authorized. Votes may also be solicited via e-mail or telephone call for pressing matters that cannot wait until the next regularly scheduled Board meeting. Such motions should be presented for a vote to all Board members, properly seconded, and the Secretary shall record each vote and provide a detailed summary of the voting to each Board member after the voting has closed. If action is taken by the Board on the basis of individual approval, such action must be ratified by the board at a regular Board meeting, or in an executive session, in order to become an official act.

Section 3. Financial reports consisting of an income statement and balance sheet for any and/or all areas of the Corporation shall be made available to active stockholders by the Treasurer, upon request, and to the Board on at least on a quarterly basis.

ARTICLE V. MEMBERSHIP

Section 1. All members shall agree to abide by all of the rules and regulations, resolutions, and bylaws of the Corporation with reference to the use and operation of the corporate properties as provided in these Bylaws, and as may be hereafter determined by resolution of the Board of Directors of the Corporation.

Section 2.

(a) Total membership in the Corporation shall be limited to 420 active memberships or such other number as the Board may from time to time determine. Each family unit shall have one vote in corporate matters.

(b) A family unit will be defined as those members of a household that include a primary stockholder and those persons who can be claimed as dependents on the primary stockholder's income tax return. The board reserves the right to review request for exceptions on a case by case basis.

(c) All applications for membership shall be in writing, accompanied by the proper fees and dues provided in the payment schedule approved by the membership committee and the Board of Directors.

Section 3. Any member who wishes to sell his/her stock shall notify the Treasurer, who will place that stock on a stock-purchase list, provided that all dues and assessments are up-to-date. The Corporation will purchase such stocks as new demands for stocks occur. Dues and assessments must be kept up-to-date on a calendar year basis in order to remain on the stock-purchase list. The members existing stock certificate and stock number will be retired, and a new stock certificate and number will be issued to the member that purchases the stock.

The Corporation reserves the right to re-purchase stock from any member requesting withdrawal at the price the member has paid for his stock, including the members initial purchase price plus any stock value assessments paid by the member. The sale of the stock in this Corporation by one individual to another is expressly forbidden without the express approval of the Board of Directors.

Section 4. Stock certificates may not be transferred from one member (family) to another without the express approval of the Board of Directors of the Corporation. Any member may choose to transfer his stock certificate in the Corporation to a spouse, adult child, or adult grandchild of a member, on the condition that said member no longer has a resident of his household active in pool activities. Dues and assessments must be up-to-date for such transfers to occur. The Board, at its discretion, may authorize other transfers. Officers will handle such stock transfers subject to a fee outlined in the payment schedule approved by the Board of Directors.

Section 5. Any member may be suspended or expelled for the misuse of the pool or property facilities, for the violation of these Bylaws or the rules and regulations of the pool or property, for conduct unbecoming a lady or a gentleman, or for not paying the dues, all at the discretion of the Board of Directors. No yearly dues shall be refunded to any member if suspended or expelled.

The pool and property facilities shall be under the direction and control of a paid manager who shall have the power to enforce rules for the use of the pool and property, and to suspend members from the pool and/or property for a period for infractions of these rules. All suspensions shall be reported to the Board of Directors for any further action.

Section 6. The Board of Directors shall fix the terms and conditions upon which guests of members may use the facilities of the Corporation.

Section 7. Any property of the Corporation broken or damaged by a member or guest shall be paid for promptly by the member or the member responsible for the guest. No person shall take any article belonging to the Corporation.

Section 8. The Corporation assumes no responsibility to members or their guests for the property of the members or their guests that may be brought into or left in the Corporations building or upon its grounds. Articles left in the lost and found area of the club will be donated to a charity on a regular basis throughout the swim season.

Section 9. The corporation assumes no responsibility and no member or guest shall have any claims against the Corporation for any accident or injury to any person or their property.

Section 10. No beverages subject to tax under Chapter 51 of the United States Internal Revenue Code (distilled spirits, wines, and beers) will be served or permitted to be consumed on any premises under the control of the Corporation, except under the following conditions:

(i) A member has rented the pool facilities and has signed an agreement to bear legal and financial responsibility for any alcohol-related accidents or damages.

(ii) Alcoholic beverages may be provided by said member renting the pool facilities but will not be sold at the club.

(iii) The Board of Directors may designate ORSC sponsored events that allows for the sale and/or consumption of alcoholic beverages at special events, provided that proper insurance and permits have been obtained.

Section 11. The pool and other recreational facilities are solely controlled by the Oak Ridge Swim Club, Inc.

Section 12. Roberts Rules of Order, in accordance with the last published edition, shall control the proceedings in any meetings held by the Board of Directors or the membership of this Corporation, unless in conflict with Bylaws adopted by the Board of Directors, and in the latter case, the Bylaws shall control.

ARTICLE VI. MEETINGS

Section 1. The annual meeting of the members of the Corporation shall be held during the summer of each year at a time and place to be designated by the Officers of the Corporation.

Section 2. Special meetings of the members of the Corporation shall be called by the Board of Directors. Also, upon request of 25 member families, made in writing to the Secretary stating the purpose thereof, a special meeting shall then be called by the Secretary to be held within 30 days thereafter. Special meetings of members of the Corporation may also be held at the call of the President on five days notice by mail to all members. The notice shall state the purpose for which the special meeting is called, and no other business shall be transacted at said special meeting.

Section 3. Provided that appropriate notice has been made to stockholders, the President may declare a quorum is present at all annual or special meetings of the membership. Proxy voting shall be permitted.

Section 4. Whenever, in the Bylaws, notice to members is required, the mailing of such notice to the last known address of the member shall constitute due notice.

Section 5. There shall be at least one regular meeting of the Board of Directors each quarter at a time to be designated by the President. Every effort shall be made to schedule Board meetings well in advance so that the dates of Board meetings may be made available to the stockholders in a designated area. The President may call special meetings of the Board as deemed necessary and in the best interests of the Corporation. Notice of such meetings may be given to Board members by the President either in person, by mail, by e-mail or by telephone call. The Board may also hold meetings via telephone conference call. Such meetings must be conducted in such a way that all members participating can hear each other at the same time. If action is taken by the board on the basis of individual approval, such action must be ratified by the Board at a regular Board meeting, or in an executive session, in order to become an official act.

Section 6. Special meetings of the Board of Directors may be called upon a request of a simple majority of the members of the Board of Directors. Virtual meetings and dialogue by the Board of Directors are permitted.

Section 7. Minutes of all regularly-scheduled Board meetings of the Board of Directors shall be made available to members of the Board by the Secretary prior to the next scheduled meeting and, upon request, shall be made available to the stockholders either by written or electronic copy. Minutes of special meetings and executive sessions shall be maintained by the Secretary, for record keeping purposes, but shall not be made available to stockholders.

ARTICLE VII. DUES AND FEES

Section 1. The Board of Directors shall establish such annual dues as will be sufficient to provide for the current annual expenses, protect the corporate capital, provide for the proper maintenance and improvement of the property, and provide for special assessments for such capital improvements as shall be, by resolution, ordered by the Board. No members may use the pool until that years annual dues have been paid. Those persons accepted for stockholder membership shall be required to purchase one stock certificate at the then existing price, as determined by the Board of Directors, plus a non-refundable initiation fee. Such stock certificate shall be transferable or sold only as described in ARTICLE V of these Bylaws, with the approval of the Board of Directors.

Section 2. In the event of the dissolution of the Corporation, upon the effective date of dissolution, the membership shall have a lien upon the proceeds of the sale of the Corporation after the payment of all of its debts, obligations, and expenses of the sale to the extent of the value of the memberships as fixed by the Bylaws, subject to a set-off of debts, dues, and obligations owed by the members of the Corporation, to the Corporation. After payment of all memberships outstanding upon the effective date of the dissolution of the Corporation, the surplus then remaining shall be paid and distributed pro-rata among the membership of the Corporation in accordance with the designation herein set out.

Section 3. Membership dues are due no later than May 15th of each calendar year.Dues payments not received by ORSC by May 15th will be subject to a late payment penalty equivalent to 10% of the yearly membership dues amount. Each member will have until May 31st of each calendar year to pay all dues and assessments in full. Failure to do so will result in immediate termination of membership rights and cancellation of the stockholders certificate. Any stockholder in good standing may retain his/her stock by paying a nonrefundable annual holding fee for a maximum of one year. Pool use will be forfeited until regular dues are paid in full.

Section 4. Upon the termination of membership, for any cause, all indebtedness owing to the Corporation by the membership shall be a lien upon and a charge against the stock value, and the stock may be taken over by the Corporation to satisfy such indebtedness. In the event that the Corporation is unable to obtain possession of a stock certificate, the stock certificate may be cancelled upon the books of the Corporation, and a new certificate issued in place thereof to a new member upon payment of that new member to the Corporation of the then value of the membership, as fixed by these Bylaws. In the event of the enforcement of such lien as hereinabove provided, neither the signature of the holder of the terminated membership nor the issuance and delivery of a certificate shall be required to perfect the transfer of the membership to the Corporation or to a new applicant. The Secretary or Treasurer of the Corporation is authorized as attorney for the holder of such membership relinquished, to make such transfer. Every membership approved by the Board of Directors is expressly subject to the provisions of this section.

ARTICLE VIII. COMMITTEES

The President may, from time to time, appoint such committees as he/she deems necessary. At least one member of the Board of Directors shall serve on each committee so appointed.

ARTICLE IX. MISCELLANEOUS

Section 1. Each person who is elected and qualified as a director or officer of the Corporation shall be indemnified by the Corporation against expenses naturally and necessarily incurred by or in connection with the defense by such person of any action, suit, or proceeding in which he is made a party by reason of his being or having been a director or officer of the Corporation, except as to matters in which he shall be adjudged to be liable for gross negligence or willful misconduct. In the latter matters, such officer or director will indemnify the Corporation for any sum paid by the Corporation in settlement of any action, suit, or proceeding based upon gross negligence or willful

misconduct of such officer or director in the performance of his duties. The right to indemnification herein shall inure to each director and officer referred to in these Bylaws, when such matters occurred during the time that such person was a director or officer, even though such action or indemnity takes place at a time after which said director or officer has been succeeded in office by someone else.

Section 2. Any question as to the meaning or proper interpretation of any of the provisions of these Bylaws shall be construed and determined by a simple majority of the Board of Directors.

Section 3. These Bylaws may be amended by a simple majority vote of the full Board of Directors at any duly constituted meeting. All stockholders shall be notified annually of said amendments. Payment of annual dues by the stockholder connotes consent to these Bylaws.

Section 4. No part of the net earnings of the Corporation shall inure to the benefit of any member of the Corporation or individual.

Section 5. Annual payment schedule shall be made available to stockholders upon request.