Orange Hunt Swim Club, Inc.
BYLAWS(As approved by the General Membership on May 30, 2009) The Orange Hunt Swim Club is a non-stock corporation registered with the State Corporation Commission of Virginia. The Orange Hunt Swim Club, henceforth called the "Club," is operated for the purpose of providing recreational facilities, principally swimming and tennis, for the exclusive use of its members and their guests. The operation of the Club is governed by the Code of Virginia, the Articles of Incorporation (as amended), these Bylaws, and the Pool and Tennis Operating Rules.
ARTICLE I. BOARD OF DIRECTORS
A. COMPOSITION:
The Directors of the Club, the Board, consists of 12 members duly elected by the General Membership and are: President, Vice-President, Secretary, Treasurer, Maintenance Chair, Membership Chair, one representative from each team (Dive, Swim, and Tennis), Social Chair, Communications Chair, Web-site Chair. Each Board member is elected for a two year term.
B. DUTIES:
The Board manages the affairs and day-to-day operations of the Club and has the authority to acquire, hold, manage, mortgage, control, improve, lease, sell, change, convey, and otherwise dispose of property of any nature (real, personal, or mixed) as delineated in the Articles of Incorporation. Club officers include, but are not limited to: President, Vice-president, Secretary, and Treasurer, and any others designated by the Board to manage the affairs of the Club. The general responsibilities of these officers follow.
1. President: calls and presides at meetings of the Board and of the Club's membership, forms and appoints members to committees, and manages the Club for the maximum benefit of its members.
2. Vice-president: serves in absence of the President, ensures the Club is operated and maintained for the maximum benefit of its members, and chairs the Rules Committee.
3. Secretary: records the decisions of the Board and its members, notifies each Director of the time and place at least one week in advance of Board meetings and not more than one month prior to the scheduled meeting time, has custody of the seal of the Corporation, receives the Club's mail and distributes it to appropriate officers, and is responsible for bulk mailing. All appropriate records are available for examination by members upon request.
4. Treasurer: collects revenues, pays all debts, and maintains the Club's accounts. These records are available for examination by members upon request.
C. LIMITS:
The authority of the Board to manage the business and operate the Club is unlimited with one exception. The Board may not authorize the expenditure of funds for capital improvement projects estimated to cost $10,000 or more without approval of a majority vote of the membership.
D. ELECTION:
Directors are elected only at a duly held meeting of the membership. The Board will publish notification of such meeting along with the slate of the candidates at least two weeks in advance of the meeting. The President appoints a nominating committee to form a slate of candidates. Only full members as defined in these Bylaws may stand for election as a Director. A member must also consent to serve in order to be placed in nomination. Incumbent Directors may run for re-election. At the meeting, any full member, however, may nominate additional qualified candidates. The President will solicit such additional nominations from the membership at this meeting. The newly elected Directors will take office at the next meeting of the Board following their election.
E. REMOVAL:
The membership may remove a Director from office at a duly held meeting, with or without cause, by a two- thirds (2/3) majority of the full members present at the meeting.
F. VACANCIES:
Should a vacancy occur prior to the expiration of the term of office, and in lieu of an election by the membership, the Board may nominate and elect a replacement Director to fill the remainder of the unexpired term. Election must achieve a majority vote of all Directors.
G. BOARD MEETINGS:
The President calls the meetings of the Board of Directors. A quorum of the Board of Directors, defined as not less than half the Directors, is required to hold a valid meeting of the Board.
H. VOTING:
A simple majority of the Directors present shall govern the normal decision making process of the Board. A decision of the majority of the Board members present at a duly held meeting is a decision of the Board. The President of the Board votes only in the case of a tie.
I. RECORDS: The Board shall maintain records of all decisions. Decisions of the Board are a matter of record; however, individual voting records are neither maintained nor published. These records are available for review upon request of a member. Verbatim or topical records will not be maintained by the Secretary.
ARTICLE II. FINANCIAL The Board will manage the finances of the Club in a responsible fashion.
A. FISCAL YEAR:
Fiscal year for the Club will start on November 1 and end on October 31 the following year.
B. FISCAL PLANNING:
Each year before the start of the Club's operating season the Board will formulate a fiscal plan. The plan will include a projection of disbursements and revenues.
C. ANNUAL FINANCIAL REPORT:
Following the completion of each fiscal year the outgoing Board will furnish the membership with a financial report detailing the past year's net expenses.
D. FEES AND DUES:
The Board sets certain fees and dues to cover operating expenses, maintenance and cost of scheduled capital improvement or replacement projects. The Board will publish a list of fees each year to meet these expenses. The following schedule of fees and dues apply to appropriate members:
1. Fees to Join as Full Members: The person(s) joining the Club as full members shall pay either a Capital Improvement Fee (CIF) or an Initiation Fee.
a. Capital Improvement Fee: The CIF is set by the Board. It is refundable only upon resale to a new member, less any amounts owed the Club, at the termination of membership.
b. Initiation Fee: The Initiation Fee is set by the Board and is not refundable.
2. Annual Dues: Annual dues are paid by each member, regardless of type. A statement of annual dues will be sent to each full member before March 6; however, failure to receive the statement is not grounds for non- payment of dues. Payment is due by April 6 of each year. Payments received by the financial institution later than this date are considered delinquent, and the Board will notify the member and assign a late fee, which must be paid prior to the opening date of the pool. The Board will seek payment, but if no payment is received by the first day of pool operations, the Board will initiate action to recover from the Capital Improvement Fee any dues and/or late fee until such time as the CIF is depleted. At such time as the CIF is depleted the Board will terminate the membership.
3. Prorated Dues: a. Pool operation and maintenance dominate the club's annual operating expenses, and as such, new members and departing members joining/resigning during the pool operating season will pay/receive a share of the annual dues assessment based on the day of arrival/departure.b. Persons joining during the period from the annual dues billing date through July 15 of any year shall pay the full amount of the current annual dues for that year. Persons joining during the period July 16 through pool closing shall pay 50% of the current annual dues. No dues shall be charged for persons joining after pool closing until the next annual dues billing date.c. Persons who have paid their dues for a given year but who are leaving the area shall be given a 50% rebate if they leave prior to July 16 of that year. No refund will be given to persons leaving after July 16.
4. Special Assessment Fee: This fee may be levied as a means of financing capital improvement or replacement projects estimated to cost $10,000 or more. The Board sets the fee and submits the measure to the membership for approval. A majority vote of the members present is required for passage.
5. Guest Fee: A bona fide guest of a member is charged a fee as set forth in the Pool Operating Rules for use of pool facilities. This fee is set by the Board.
6. Late Fee: The Board sets this fee. It is assigned to a member who is delinquent in payment of amounts owed the Club.
7. Special Activities Fees: Special fees are required for certain events or continuing activities sponsored by the Club. These may include, but are not limited to, such events as team sports, junior development tennis, adult tennis tournaments, and social events. 8. Summer Guest Fee: This fee is established by the Board and paid by a member who has a long-term guest residing with them.
E. FINANCIAL MANAGEMENT
1. Deposits: All funds, with the exception of petty cash funds not in excess of $100.00, shall be deposited in institutions insured by an agency of the Federal Government. The Board will determine the disposition of these deposits and ensure deposits are made into interest-bearing accounts whenever possible. Funds on deposit in excess of annual operating expenses (long-term savings for major projects) will be placed in an interest-bearing account.
2. Disbursements: All disbursements over $2000 shall be made by checks signed by any two of four board members designated by the Board of Directors. All disbursements of $2000 or less shall be made by checks signed by the Treasurer.
3. Records: A record of each transaction shall be maintained by the Treasurer. The Club's financial records shall be examined at least annually. This report will be completed by December 31 and incorporated into the Club's annual financial statement to members.
ARTICLE III. GENERAL MEMBERSHIP MEETINGSA. MEMBERSHIP MEETINGS:
A membership meeting shall take place twice each year (normally at the beginning and end of the pool operating period) as set by the Board to care for certain business of the Club such as presentation of each year's activity plan and organization, and the election of Directors. Twenty (20) members present shall constitute a quorum. Robert's Rules of Order will govern all meetings of the general membership. At meetings of the membership each full member family has one (1) vote on issues placed before the general membership for decision.
B. SPECIAL MEETINGS:
Additional meetings, over and above annual membership meetings, may be requested to meet unforeseen problems. Such additional meetings are called by the Board; however, a petition from ten (10) percent of the membership may request such a meeting. All provisions of the annual membership meetings will otherwise apply.
C. NOTIFICATION:
Notice of a membership meeting will be given to all members in writing by the Board at least fourteen (14) and not more than fifty (50) days prior to the date set for the meeting. The purpose for the meeting will be stated in the notice. The day of mailing marks the first day of advance notice.
ARTICLE IV. MEMBERSHIP A. DEFINED:
The person(s) signing the contract of membership will be known as the member or joint members if two or more persons sign the contract. Membership is on an annual basis commencing April 6 of each year and is automatically renewed by paying the annual dues. Persons eligible for membership are residents (owning or renting) of Fairfax County.
B. CONTRACT: A written contract is required in order to obtain membership in the Club. The contract obligates the member to abide by the rules and regulations of the Club and sets responsibilities for payment of certain fees, assessments and dues. This contract of membership is not transferable (see Code of Virginia) to another. If one of the members of the family unit departs the residence, he or she is no longer considered a part of the unit unless he or she returns to the unit. In this case the membership will reside solely with the member(s) remaining in the residence. In the case of a death of a member or joint member, the membership will go to the spouse or surviving member.
C. PRIVILEGES: Privileges are extended to the member's immediate family, which is defined as the head of the household, his/her spouse, their children, and other permanent members of the household. These privileges cover the use of the pool and tennis courts. The use of these facilities may be limited from time to time by special, organized events published in advance so as to give the membership notice. Privileges may be revoked for a 24-hour period by the Pool Manager for infraction of the rules. The Board may withhold privileges for longer periods; they may restrict tennis court privileges for similar infractions.
D. GUEST LIMIT:
Members may bring guests to the Club to use the facilities. There is a maximum limit of three (3) guests per family per day. This includes weekdays, weekends and holidays. In cases of heavy pool usage, the manager can adjust this limit accordingly. There is a charge for the use of the pool; there is no charge for tennis. A member of the family unit must accompany the guest both at the pool and on the tennis court. Members are responsible for the conduct of their guests and for any damage they may cause through negligence. The Board will establish rules pertaining to the payment of guest fees (see Pool Rules). Limits for out-of-town guests may be modified by the pool manager.
E. WAITING LIST:
A waiting list will be maintained by the Club of prospective members. Residents of the membership area wishing to join the Club are added to the list. Once on the list, a prospective full member will be offered an Associate membership when available. Later, as the prospective member moves up to the top of the list, they will be offered a full membership. The list is maintained in chronological order.
F. SURRENDER OF MEMBERSHIP:
A member surrenders membership by notifying the Membership Chairperson in writing that membership is no longer desired. When a membership is terminated, the following refund policy will apply.1. All members will receive a refund of annual dues in accordance with Section II.D.3 of these Bylaws. 2. Full and Inactive members will receive a refund in the amount of the Capital Improvement Fee they paid only if a substitute can be found to join the Club. Refunds will be given in the order of surrenders received by the Club. In the case of a house sale, the CIF may be added into the home sales price to recoup refund.
G. TERMINATION OF MEMBERSHIP:
The Board may terminate a membership for cause by a two-thirds (2/3) majority of the Directors present at a duly held meeting of the Board. Termination will result through non-payment of dues, fees or assessments, or through flagrant disregard to Club regulations by the members or their guests.
H. TYPES OF MEMBERSHIP:
There are six (6) types of membership used in the operation of the Club: full member, associate, inactive member, empty nester, and tennis only.
1. Full (Permanent) Member: To be eligible for membership, the family unit must reside (own or rent) in the membership area. The family unit and their immediate family residing with them in a dwelling within the membership area are defined as a member family unit. An adult member of the family unit may serve as a Director of the Club.
2. Associate Membership: Associate members have limited rights and privileges, as determined by the Board of Directors, of Full Members and they may not vote at general membership meetings or hold office as a Director. Associate-renter members live in an inactive member’s residence in their absence and uses the member’s Club privileges with the exception of voting or holding office as a Director. The associate–renter member pays the annual associate dues; the inactive member pays the inactive dues.
3. Inactive Member: This is a full member who does not desire use of the Club while in inactive status. During this period they may not vote but are guaranteed that a place will be available to them as a full member when they choose to convert from Inactive to Full status. Inactive Membership status is effective only upon approval by the Board of Directors. Members desiring inactive membership whether departing or remaining in the area must submit a written request to be granted inactive status to the Membership Director no later than April 6 of the year for which the request is desired. Application for Inactive Membership does not relieve the obligation to pay annual dues, but upon Board approval of an application, any annual dues paid shall be refunded less any applicable charges owing including the inactive member fee.
4. Empty Nester Member: This membership is for existing Full Members who no longer have children using the facility. The privileges of membership only apply to the no more than two adult members specified on the membership application. This membership is available upon application to the Membership Director subject to Board approval.
5. Tennis Only: This membership is for use of the tennis courts only. Tennis only members may use other club facilities only as a guest of a member.
6. August Only: This membership is for first time members only. Membership does not begin until Augsut 1st and terminates at the end of the summer season.
7. Limited Use membership: The limited use membership is a special membership as to be determined by the Board. It will be considered on a case by case basis and must be approved by the Board. A contract will be signed and the terms are on a one year basis. The terms of contract are to be negotiated every year.
I. TRANSFER OF MEMBERSHIP:
Members may not transfer or convey their membership (see Virginia State Code). A member in good standing who has paid a CIF may designate the buyer of their dwelling located within the membership area for the right of first refusal of the membership. If accepted, the member tenders their resignation in writing to the Secretary designating the buyer's name. The buyer, once contacted by the Club, must pay all appropriate fees of a new member within the specified time limits.
ARTICLE V. AMENDMENTS TO BYLAWS
A. BY THE BOARD OF DIRECTORS:
Amendments to these Bylaws may be adopted by two-thirds (2/3) of the Directors present at a duly held meeting of the Board. Such amendments shall remain effective unless rejected by a majority vote of the family units present at a duly-held meeting of the membership. All members shall be notified in writing of amendments adopted by the Board before the next meeting of the membership.
B. BY THE MEMBERSHIP:
Amendments to these Bylaws may be adopted by a majority of the members voting at a duly held meeting of the membership after the following procedures have been completed:
1. Proposed amendments for consideration by the membership shall be initiated by petition which sets forth the proposed amendment and is signed by ten percent (10%) of the full members of the Club.
2. The proposed amendment is submitted to the Board. Upon receipt of the petition, the Board will consider the amendment for immediate adoption or defer action to the next membership meeting. The proposed/adopted amendment will be published to the membership as appropriate.
ARTICLE VI. GENERAL PROVISIONS:
A. INSURANCE: The board shall maintain liability insurance in an amount appropriate with anticipated risk.
B. DISSOLUTION: Should the corporation dissolve, a member’s CIF will be returned on a pro-rated basis after all the Club's outstanding obligations have been met.
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