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MCTSA By-Laws
MILL CREEK
TOWNE SWIM ASSOCIATION, INC. BY-LAWS
February 2010
ARTICLE I - Name:
The name of the Corporation,
incorporated under the laws of the State of Maryland, shall be Mill Creek Towne
Swim Association, Inc.
ARTICLE II - Object
The purposes for which the
Corporation is formed are to establish and maintain a club primarily to provide
swimming facilities and incidental recreational facilities for its members,
their families and their guests and not for the purpose of financial profit or
gain, and in furtherance of these purposes and to the extent necessary to build
or otherwise acquire such swimming pools, bath houses and other recreational
facilities and appurtenances thereto as may appear desirable therefore with the
full power and authority to receive by gift, device, purchase or otherwise,
monies and properties both real and personal; and to lease, own and hold real
estate and personal property; and to encumber, sell, and exchange and to do and
perform any and all acts not inconsistent with the aforesaid business or
objects under the laws of the State of Maryland and the United States.
The Corporation shall in no way operate for the purpose of affording direct or
indirect financial profit or gain to its members and shall in all respects
conduct its affairs accordingly.
ARTICLE III - Board of Directors
Section 1 - Control
The affairs and property of the
Corporation shall be managed by the Board of Directors, hereafter called the
Board, under the control of the membership.
Section 2 - Board Membership
(a)
The Board shall consist of nine (9) voting members of the Association; four (4)
officers, a President, Vice President, Secretary, and Treasurer; and five (5)
additional Directors (non-officers).
(b)
All Directors shall be elected by a closed ballot plurality vote of those
voting members present in person or represented by proxy at the annual meeting
of the Association. The term of office for all Board Members shall be
the same as the fiscal year as defined in Article VII.
(c)
All officers, excepting the Vice President, shall be elected to a term of two
(2) years. The Vice President is elected for a two (2) year term,
automatically becoming President in the second year of the term. The immediate
Past President of the Association will serve as an ex-officio (non-voting)
member of the Board for the year following the term of office.
Therefore, at the Annual Meeting in the fall, the Association will only vote
for a Vice President, Secretary, and Treasurer, along with the appropriate
number of directors to fill out the Board. The terms of the Secretary
and Treasurer shall expire on alternate years.
(d)
All
non-officer Directors shall be elected to a term of two (2) years, provided
that the terms of three (3) such Directors shall expire in years alternate to
the other two (2) non-officer Directors.
(e)
The immediate Past President of the Association will serve as an ex-officio
(non-voting) member of the Board for the year following the term of office.
(f)
An Assistant Secretary and the Assistant Treasurer may be appointed by the
Board and hold office at its pleasure as ex-officio (non-voting) members of the
Board.
Section 3 - Resignation, Removal and
Vacancy
(a)
Any Director who shall cease to hold active membership in the Association
automatically shall cease to be a Director, and, if an officer shall cease to
be an officer.
(b)
Any
member of the Board may be removed from office by a vote of seven (7) members
of the Board or two-thirds (2/3) of the voting members present in person or
represented by proxy at either an Annual Meeting or a Special Meeting called in
accordance with these By-Laws.
(c)
Any vacancy occurring in the Board shall be filled by a majority vote of the
remaining members of the Board within sixty (60) days of the occurrence of the
vacancy until the next Annual Meeting, at which meeting a Director shall be
elected to fill the remainder, if any, of the vacant term of the non-officer
Director.
Section 4 - Meetings and Quorum
(a)
Five (5) Board Members of whom at least two (2) must be officers shall constitute
a quorum of the Board at all meetings thereof.
(b)
Regular meetings of the Board shall be held, at a minimum, in the following
months: October, December, February, April, May, June, July, August and
September. The time and place of the meetings shall be designated by the
President and notices given to the Board Members at least three (3) days in
advance of the meetings.
(c)
Special Meetings of the Board may be called at any time by the President, or by
not less than four (4) Directors. Notice of such special meetings,
stating the purpose thereof, shall be given to all Directors.
Section 5 - Functions of the Board
(a)
Transact all Association business and make and amend rules for the regulation
of the Association property; it may appoint and remove such clerks, agents,
servants, or employees as it may deem necessary and may affix their duties and
compensations.
(b)
Admit
applicants to membership.
(c)
If necessary, create the offices of Assistant Secretary, and Assistant
Treasurer and appoint one or more persons who need not be members of the
Association, to such offices.
(d)
Resolve any questions as to the meaning or proper interpretation of any of the
provisions of these By-Laws.
Section 6 - Fiscal Responsibilities
(a)
The Board shall designate the bank or banks in which funds of the Association
shall be deposited; and checks, drafts, and other instruments for the payment
of funds of the Association shall be signed by the Treasurer and countersigned
by the President. The majority of the Board may designate an alternate
officer to sign checks in the absence of either the Treasurer or the President.
(b)
The
Board shall, through the Treasurer annually submit the books of the Association
to a by a C.P.A. who is not a member of the Board to perform a compiliation of
an unaudited financial statement for preceeding year ending September 30th.
The Treasurer shall submit the books for compilation no later than
October 31st of each year. Submission should be made only after
incorporating any changes to the books arising from the cash audit performed
by the Audit Committee as specified in Article V, Section 1, paragraph d.
(c)
The Board may not borrow or pledge the credit of the Association in excess of
five thousand dollars ($5000) without specific approval of the majority of the
members voting at any meeting except as is necessary in the maintenance of the
swimming pool and immediately related facilities. This section shall not
apply with respect to any item or items of the current annual budget as
provided in Article VII.
(d)
The
Board may, by resolution, provide for the establishment and replenishment of a
petty cash fund, not exceeding three hundred dollars ($300) for the postage and
for defraying expenses of the Corporation in amounts of one hundred dollars
($100) or less.
(e)
All members of the Board shall be bonded in the amount of twenty five thousand
dollars ($25,000) at the expense of the Association.
Section 7 - Compensation
(a)
All officers of the Board shall serve without compensation for any services
performed for the Association during their term of service. In the year
following the completion of their term, the annual pool membership fee shall be
waived. There shall be no cash compensation in lieu of paid membership.
(b)
Only
Officers, Directors, and Committee Chairs of the Board shall receive free
admittance to social functions (Board member and spouse) and free guest passes
during the year of their service.
ARTICLE IV - Officers
Section 1 - President
The President shall preside at the
meetings of the Association and of the Board and shall be the administrative
officer of the Association. The President shall appoint all standing
committees, designating the chairman thereof, and all such special committees
as may be directed. The President shall be, ex-officio, a member of all
committees. The President shall have power to co-sign and execute all
contracts and instruments of conveyance in the name of the corporation and to
appoint and discharge agents and employees, except the appointment or discharge
of the pool manager shall be subject to approval of the Board.
Section 2 Vice President
The Vice President, in the absence
or disability of the President, shall act for the President. The Vice
President shall also act as assistant to the President and perform such
functions as may be directed by the Board. Additionally, the Vice
President shall be a member of the Pools and Grounds Committee.
Section 3 Secretary
The Secretary shall send out notices
of the meetings of the Association and of the Board, keep the minutes and
attend to the correspondence pertaining to the office as may be asked by the
President of the Board. The Secretary shall have charge of such books
and records as directed by the Board. The Secretary shall maintain the
shared membership computer database for the exclusive use of the Board.
Section 4 Treasurer
The Treasurer shall attend to, and
be responsible for, keeping the accounts of the Association, collecting the
revenues and paying the bills as approved by the Board or other agency
authorized by the Board to incur them. The Treasurer shall deposit funds
of the Association received in the name of the Association in such depository
as may be authorized by the Board. The Treasurer shall render an annual
report at the Annual Meeting and interim reports at each Board Meeting and
perform other such duties pertaining to the office as may be asked by the
President or the Board. All disbursements shall be check drawn on the
Corporation accounts and will be countersigned by another officer of the
Corporation.
Section 5 Assistant
Secretary/Assistant Treasurer
The Assistant Secretary and the
Assistant Treasurer shall perform such duties as may be assigned them by the
Secretary or Treasurer, respectively, or by the President or the Board.
ARTICLE V Committees
Section 1 Standing Committees
The President shall appoint the
following standing committees with duties as stated. The members of
these committees shall serve until their successors are appointed.
(a)
Membership Committee The Membership Committee, in accordance with
Article VI, shall investigate and report to the Board upon the availability of
applicants for membership and to take such steps as necessary to keep
membership at its maximum.
(b)
Pool and Grounds Committee The Pool and Grounds Committee shall
exercise supervision of the general pool operations as delegated by the Board;
shall employ and supervise the persons responsible for the enforcement of the
rules of health and good conduct; shall prepare and recommend the approval by
the Board all rules for the operation of the pool and recreational facilities
and recommendations for capital improvements, revisions to and/or major repairs
of existing structures, equipment and utility systems; shall attend to
the improvements and maintenance of pool deck equipment, furniture,
accessories, shrubbery, grounds, structures, equipment and utilities systems;
shall attend to improvements and maintenance of building structures,
water pumping and filtering facilities, general plumbing and electrical
systems, accessories and associated equipment and underwater pool protective
coatings; shall maintain up-to-date drawings and records of major changes in
structures, equipment and utility systems.
(c)
Swim/Dive Team Committee The Swim/Dive Team Committee will represent
the interests of the pools competitive swim and dive programs and report these
interests to the Board at all regular meetings.
(d)
Audit Committee A committee of three (3) persons shall be chosen to
serve as an auditing committee and shall be comprised of two (2) members of the
Board, other than the President or Treasurer, and one person selected from the
general membership. The Audit Committee shall make a cash audit of the
books of the Association as of September 30th, (the Associations fiscal
yearend) before the end of the third week of October, providing the Treasurer
sufficient notice of any changes to the books arising thereof to incorporate
them before submitting to the CPA for compilation.
(e)
Social Committee The Social Committee shall plan and execute social
activities of interest to the general membership.
(f)
Nominating Committee The Nominating Committee shall be composed of
five members of the Association, not more than two of whom shall be a member of
the Board. The Nominating Committee shall nominate candidates for
officers and directors for the vacancies on the Board.
(g)
Automation Committee The Automation Committee shall plan and execute
the preparation, distribution, and administration of the Associations web site,
member database, and assist with the Swim/Dive Teams as needed.
Section 2 Additional Committees
The Board may provide for such
additional committees as it deems necessary and, consistent with these By-Laws,
may assign duties to all committees.
ARTICLE VI Membership
Section 1 Membership Area
(a)
The regular membership area within which any prospective members must reside as
a condition of eligibility for membership shall be Montgomery County, Maryland.
Section 2 Number/Classes of
Memberships
(a)
The number of voting memberships in this Association shall not exceed four
hundred (400).
(b)
Two classes of membership in the Association shall exist Voting Membership
and Non-Voting Membership. These Memberships entitle Association
privileges to all member categories as defined in the following section.
Section 3 Member Categories
These categories of members may
exist (a) Family Member; (b) Single Member; (c) Senior Citizen Member; (d)
Associate Member, (e) Final Year Member, and (f) Two-Person Family.
(a)
Family Member Consists of a husband, wife or head of family (member of
record) and any person living permanently (resident during current summer
operating period) in the household of a member of record and who is financially
dependent (as defined by Internal Service Regulations) upon the member of
record, provided that any other relative/non-relative of the member of record
may be approved as a Family Member by the Board upon written request of the
member of record. The status of any Family Member shall continue unless
such approval is cancelled by the Board or is granted for a limited period of
time. The term member when used in these By-Laws shall refer to the
Senior Member unless otherwise specified.
(b)
Single Member Any single individual, of majority age, who has no dependents
(as defined by Internal Revenue Service Regulations). This category of
member will pay a percentage of the initiation fee as determined annually by
the Board to join the pool. Single Members may convert to Family Members
by paying the balance of the then prevailing initiation fee. There will
be no limit to the number of Single members.
(c)
Senior Member A Family Member, of whom either the husband, wife or head
of`family has attained the age of 62 during the current calendar year.
This category is limited to voting members only and there will be no limit to
the number of Senior Members. Former voting members of the pool will
also be eligible to join as senior members for the Senior Member rate with an
additional fee of $75.00. No additional initiation fee payment will be
required for these members. Other non-voting members may petition the
Board for membership in this category and will be limited to a number
determined by the Board at the Annual Association Meeting.
(d)
Associate Members Any family who wishes to join the pool for a single year
can apply for membership as an Associate Member. Said Associate Member
will not be voting members of the Association. Associate Memberships are
for one (1) year only and may be renewed for additional years by the Board upon
request from the Associate member. An additional amount equal to ½ of
the then prevailing initiation fee is to be collected each year that the
extension is granted and will not be credited to the then prevailing initiation
fee. In no case shall the number of Associate members exceed the
difference between the number of voting members and the membership limit in
Section 2(a).
(e)
Final Year Members Voting members may opt for an additional year of
membership in lieu of their refundable membership fee. Said members will
be refunded the difference between the annual membership and the refundable
membership payment at the conclusion of the swim season. The number of
Final Year Memberships will be limited to a number determined by the board
annually. Any members who are on the Initiation Fee Refund List can
request inclusion in this class of membership. The following membership
types are eligible for this category:
(1)
Memberships approved by the Board prior to August 15, 1966 are designated as
Charter Memberships and were purchased for two hundred eighty dollars ($280).
(2)
Voting memberships approved between August 15, 1966 and January 1, 2000 will
have paid a refundable membership fee of $425.00. Their refundable
membership fee is grandfathered in and they will be entitled to the full refund
in accordance with Section 9.
(f)
Two-Person Family - Two
members of the same immediate family, who reside at the same address, and who
are both between the ages of 18 and 62. The initiation fee will be the
same as the prevailing non-refundable fee.
(g)
Classifications of Memberships can be changed during the Annual Association
Meeting with a 2/3 vote of the voting members present at said meeting.
Section 4 Application for
Membership
(a)
Application for membership shall be filed with the Chairman of the Membership
Committee on forms provided by the Association and shall be processed as
follows:
(1)
In the event that the number of voting memberships in the Association is equal
to the limit set in Article VI Section 2(a), all applications shall be entered
on a waiting list by the Chairman of the Membership Committee, in the order in
which properly executed requests for membership were received.
Applications shall be accompanied by a fifty ($50) dollar non-refundable
deposit.
(2)
In the event that the number of voting memberships is or becomes less than the
number set in Article VI Section 2(a), applicants will be offered memberships
based on their position on the waiting list.
Section 5 Fees and Dues Payment
(a)
Each voting membership shall pay a one-time non-refundable initiation fee,
which will be determined based on the membership census as of January 1 of the
current calendar year. The initiation fee may, at the discretion of the
Board, may be paid over two (2) years for a fee (determined by the board).
(b)
Each membership shall pay an annual dues fee as determined by the Board.
(c)
A prospective member shall be allowed two (2) weeks in which to accept written
offer of membership. For those accepting membership for the upcoming or
current summer operating period, the full membership fee must be paid in
accordance with terms authorized by the Board. Full or pro-rated dues
for the upcoming or current summer operating period must be paid by April 30,
or within two (2) weeks of acceptance, whichever is later.
Section 6 Acceptance of Membership
(4)
Membership is conferred to applicants who meet the requirements of Article VI,
Section 1, 4, and 5 by acceptance of the application and fees by the Board as
indicated by Article VI, Section 5. In the event the application is not
accepted, all funds shall be promptly returned to the applicant less the
application fee.
Section 7
Privileges/Responsibilities
(a)
All members of the Association shall be accorded the facilities of the
Association subject to the pool rules and regulations which shall be posted
conspicuously at all times.
(b)
The Board, subject to approval of the membership, shall by rule fix the terms
and conditions upon which guests of members may use facilities of the
Association.
(c)
Any property of the Association damaged as a result of the fault or misconduct
(as determined by`the Board) of a member of any class, or member' guest, shall
be promptly paid for by such member.
(d)
The member shall be responsible for the conduct of any guests, and agrees to
closely supervise any guest under the age of eighteen.
(e)
The Association only provides permission for the use of the swimming pool
facilities; it is not thereby certifying the fitness, suitability, or adequacy
of any individual(s) with respect to their skill or ability to participate, at
any level, in the use of said facilities.
(f)
The Association assumes no responsibility and members (of any class) or their
guests have no claim against the Association for the property of members of any
class or of any guest, which may be brought into or left in the Association
building or on the grounds.
Section 8 Suspension of Member
(a)
Any member of any member category may, for cause and after having been given an
opportunity for a hearing, upon not less than five (5) days written notice
(which notice shall specify the charges against him), be suspended for a period
not exceeding one (1) month by a two-thirds (2/3) vote of the members of the
Board present at any meetings thereof, and may be suspended for a period not
exceeding three (3) months by a two-thirds (2/3) vote of the entire membership
of the Board. Cause for suspension shall, in general, consist of
violation of these By-Laws or of the Rules and Regulations of the Association
or of conduct detrimental to the interests of the Association.
(b)
The Board may delegate to the Chairman of the Pool and Grounds Committee, or a
responsible employee of the Association, the power to suspend pool privileges
for the violation of the Association Rules and Regulations without hearing,
provided such suspension does not exceed three (3) days. A written
report of such suspension, containing reasons thereof, shall be submitted to
the President within twenty-four (24) hours. A copy of such report shall
be furnished to the suspended member, unless such member is an Non-Voting
Member, in which case, a copy of the report shall be furnished to a Senior
Member of that family unit.
Section 9 Refund and Cessation of
Initiation Fee
Repayment of the refundable initiation fee will be as
follows, and in accordance with Article VII, Section 5:
(a) For all members who have left
the pool prior to 7/15/01, refunds will be paid by the treasurer upon a
majority vote of the board to do so, if the voting membership is 324 people or
fewer.
(b) For those
members awaiting refunds with a resignation date after 7/15/01, refunds of the
refundable initiation fee will be made upon the discretion of the board only
when there are between three hundred twenty five (325) and three hundred sixty
four (364) voting members.
(c) Refunds are
mandatory at the rate set in Article VII Section 8 only when there are three
hundred sixty five (365) or more voting members. The refund price shall in no
event exceed the purchase price. Refunds will be made providing funds are
available to cover said refund.
Section 10 Termination of
Membership
a) Association memberships
are not transferable and revert back to the Association when a member withdraws
or membership is terminated. When a member sells his/her house, and
relinquishes the membership, the purchaser will have a thirty (30) day option
beyond the date of the relinquishment of the membership to buy the membership
from the Association; the permissible refund will be promptly made to the
original member upon completion of the sale through the Association. The
original member should indicate the name of the purchaser in his letter of
withdrawal to the Treasurer of the Association.
b) Any member may withdraw at
any time subject to (a) proceeding. Requests for withdrawal from
membership and refund shall be submitted to the Treasurer of the Association in
writing.
c) At the discretion of the Board,
annual dues may be refunded only if the season has not started and the
membership can be replaced immediately with a new membership. Special
assessments and any other fees shall be refunded only when specifically
approved by the Board.
Memberships shall be automatically
terminated if the membership dues are not paid in full by June 15th
of the calendar year.
A member in good standing may
petition the Board to have their membership status made inactive for one year.
The Board may, at its discretion, grant the inactive status. The
fee for inactive status shall be Fifty dollars ($50.00). Among other
considerations, the Board should consider current census, waiting list, and
current number of inactive memberships.
ARTICLE VII Fiscal Affairs
Section 1 Annual Budget
(a)
The fiscal year shall run from October 1 through September 30 of the following
year.
(b)
An annual budget setting forth anticipated revenue and proposed expenditures
for the fiscal year shall be prepared by the Board and mailed to the membership
not later than January 31st of each year. The annual budget
shall be submitted to the membership for adoption at a meeting to be held in
February.
(c)
The annual budget shall be subdivided into the following sections:
(1)
Operational Costs
(2)
Capital Improvement Costs
(3)
Reserve Fund
(d)
Reserve Fund
(1)
The annual budget shall contain an apportionment set apart from other budget
items, as a Reserve Fund. The primary purpose of this fund is to reduce
the likelihood of unplanned, major special assessments by developing and
maintaining a reserve that may be drawn upon to replace or repair major
equipment and facilities that are subject to malfunction, wear or the ravages
of time.
(2)
The Reserve Fund apportionment shall be set at five thousand dollars ($5000)
minimum annually. This apportionment may be adjusted by the Board as
time and experience indicate.
(3)
The Reserve Fund is primarily intended for use in repairing or replacing
inoperable or worn major equipment and deteriorated or damaged major facilities
as follows:
a.
The pool structure and associated equipment and accessories used to move,
control and condition the water.
b.
The bathhouse and filter/pump-house structures and associated plumbing,
electrical and water heating systems.
c.
Major supporting facilities such as the parking lot, recreation court, pool
deck, storage shed, diving platforms, etc.
The Reserve Fund shall not be utilized for normal
maintenance such as painting, minor repairs, etc.
(4)
A secondary purpose of the Reserve Fund is as a source of funds for capital
improvements subject to the following conditions:
a.
The Reserve Fund Account shall not be depleted to less than twenty-five
thousand dollars ($25,000) available for its primary purpose.
b.
All proposed capital improvements in excess of five thousand dollars ($5000) a
year (funded from the Reserve Fund) shall be subject to approval by the voting
membership, at the annual budget meeting.
(5)
Funds remaining from each seasonal apportionment shall be deposited in an
interest bearing account with all interest accruing to the Reserve Fund.
Section 2 Annual Dues
(a)
The annual dues shall be payable or post-marked no later than April 30th
of each year. Late payments shall be subject to a penalty of twenty-five
dollars ($25).
(b)
The annual dues shall be set by the Board based on the annual budget plan.
Section 3 Special Assessments
Special assessments, if any, subject
to the approval of the voting membership, in a meeting format described in
Section 8, shall be payable at such times as specified by the Board.
Section 5 Delinquency
(a)
In case a member does not pay annual dues or other indebtedness (including late
fees) by the due date, the member is delinquent and shall be advised of such
delinquency by the Treasurer by registered mail within fifteen (15) days.
If the required payment is not made within fifteen (15) days following
the date of mailing of such notice, the membership shall be automatically
terminated.
(b)
Upon termination of membership for non-payment of dues or indebtedness, the
member shall be entitled to refund of the initiation fee as provided in Article
VI, Section 9, except for liquidated damages in the amounts of ten dollars
($10.00) for each registered letter sent and one hundred dollars ($100) for
expense and loss of income to the Association. If the member does not
respond to the notice within one (1) year, the refundable initiation fee will
be forfeited to the Association.
Section 6 Liabilities of Members
Voting Members shall be responsible
for the payment of all charges or liabilities that may be imposed upon or
incurred by member of their household to whom the privileges of the Association
shall be extended, and for all charges and liabilities incurred by guests
introduced by them.
Section 7 Indebtedness of Member
Upon cessation of membership for any
cause, all indebtedness other than delinquent dues owing to the Association by
a Voting Member shall be charged against the refund of the refundable
initiation fee.
Section 8 Membership Share Account
(a)
A Membership Share Account shall be maintained for the purpose of making
refunds of membership fees defined in Article VI.e.2, until all refundable
memberships are paid.
(b)
The balance in the Membership Share Account shall be sufficient to make refunds
to all eligible current voting members, as defined in Article VI.e.2, in excess
of three hundred sixty five (365) voting members. This balance
requirement shall be calculated as follows:
(Current number
of voting members (365) X $425)
(c)
Any funds in the Membership Share Account in excess of the amount specified in
Article VII, Section 8(b), shall be transferred to the Reserve Fund and be used
for the purpose set forth in Article VII. Section 1(d).
ARTICLE
VIII Meetings
Section 1 Annual Meeting
(a)
The Annual Meeting of the membership shall be held during the period September
1 September 30 of each year for the purpose of electing the officers and
directors, receiving the written annual reports of the President and the
Treasurer, and transacting such business as may be properly come before the
meeting.
(b)
The notices of the meeting shall be mailed and/or emailed with return receipt
to the Voting Members at least two weeks prior to the meeting date and shall
contain a list of all topics to be presented to the membership for
consideration. The notice shall also include the names of candidates for
election as officers and directors nominated by the Nominating Committee.
(c)
Members who wish to have business presented to the meeting shall notify the
Secretary in writing and/or by email with return receipt no later than August
20.
Section 2 Budget Meeting
The annual budget as approved by the
Board shall be submitted to the membership for adoption at a meeting to be held
in February.
Section 3 Special Meetings
(a)
Special meetings of the membership may be called by the Board. Also,
upon written request of not less than twenty five (25) of the Voting Members to
the Secretary stating the purpose therefore a special meeting shall be called
by the President within thirty (30) days. Seven (7) days notice in
writing or by email with return receipt of the meeting and its purpose shall be
given to the Voting Members. No other business shall be transacted.
(b)
The Secretary in the written notice of a special meeting shall give the topic.
Section 4 Voting
(a)
Only one Voting Member per membership shall be entitled to vote at meetings of
the membership. Decisions of the voting members shall be binding on the
Board.
(b)
Voting embers may vote in person or by proxy. If voting by proxy, it must
be on a form provided by the Association, and given to a voting member.
Section 5 Quorum
Five percent (5%) of the voting
membership must be present in person to constitute a quorum for the transaction
of business at a meeting of the Association. If less than a quorum is in
attendance for any meeting which shall have been called such a meeting may,
after the lapse of at least one-half (1/2) hour, be adjourned to an alternate
date as provided for in Section 6. The number of voting members present
at such a meeting shall constitute a quorum.
Section 6 Notices.
(a)
Whenever in these By-Laws notice to members is required, the mailing or
emailing with return receipt of such notice to the address shown in the records
of the Association for the members shall constitute such notice.
(b)
All notices of Association meetings shall include notice of an alternate
meeting date in the event the quorum requirements in Section 5 are not met.
Such alternate meeting dates shall be at least one week subsequent to
the date of the first meeting. It is the responsibility of each Voting
Member to determine from the Secretary or other officers and directors whether
the alternate meeting is required.
ARTICLE IX Election of Officers
and Directors
Section 1 Nominations
(a)
The Nominating Committee shall report nominations to the Secretary on or before
August 20.
(b)
Nominations may also be made from the floor providing each nomination is
seconded and provided further that the nominee has expressed willingness to
serve, either at the Annual Meeting or by a statement in writing.
(c)
The list of candidates, as submitted by the Nominating Committee and as
augmented by nominations from the floor, shall be included in one ballot.
Section 2 Voting
Each voting member may cast closed
ballot vote for each office and position on the Board of Directors. If a
member votes for more candidates than there are vacancies, the ballot shall be
considered defective and discarded.
ARTICLE X Amendment of By-Laws
(a)
Proposals from the general membership for amendment of these By-Laws must be
sponsored by at least ten (10) voting members and shall be submitted in writing
to the Secretary who shall then present such proposals at the next meeting of
the Board. The proposals, and the recommendations of the Board, shall
then be placed on the agenda for the next regular or special meeting of the membership.
Provided that such proposal is submitted at least three (3) weeks in
advance of such meeting. Approval by two-thirds (2/3) of the voting
members in attendance shall be required in order to adopt any proposal.
(b)
Proposals by the Board may be offered at any regular or special meeting of the
membership. Approval shall be on the same basis as above.
ARTICLE XI Miscellaneous
Section 1 Indemnification
(a)
Each person who acts as a Board member of the Association shall be indemnified
by the Association against expenses actually and necessarily incurred in
connection with the defense of any action suit or proceeding in which he or she
is made a party by reason of being or having been a Board member of the Association,
except in regard to matters as to which he or she shall be adjudged in such
action, suit or proceeding to be liable for gross negligence or willful
misconduct in the performance of duties.
(b)
The right of indemnification provided herein shall extend to each Board member
referred to in (a), whether or not he or she is such Board member at the time
such costs or expenses are imposed or incurred, and in the event of his or her
death shall extend to his or her legal representative.
(c)
The association shall obtain Officers and Directors Liability Insurance at the
expense of the Association.
Section 2 Age of Members
Wherever mention is made herein to
age of members, it shall be the age attained as of January 1st of
the current year.
Section 3 Extending Privileges
Upon written request, the Board may
extend the use of the facilities, with or without fees of the Association to
certain organizations, groups, or persons, such as Boy or Girl Scouts, Red
Cross Training Classes, school athletic events and related activities, provided
that this privilege is extended not more than once a week, or eight (8) times a
season for such activities. The Board shall require a waiver from the members
of any such group indemnifying the Association, its officers and agents against
any claim for injury or damage to such members or their property except to the
extent covered by insurance.
Section 4 Execution of Corporation
Papers
All written obligations of the
Association other than checks shall be executed by the President,
Vice-President, or other person authorized by the Board and Secretary or
Assistant Secretary and shall be solemnized by the affixation of the Corporate
Seal and not otherwise, so long as this is not inconsistent with the existing
law.
Section 5 Authority to Execute
Papers
No obligations on the part of the
Association shall be entered upon without the approval of the Board first.
Except to matters involving less than three hundred dollars ($300).
Section 6 Rules of Procedure
Unless otherwise provided for by
law, by the certificate of incorporation, or by these By-Laws, rules of
procedures governing meetings of the Association or of the Board shall be those
of Roberts Rules of Order, as revised from time to time.
Section 7 Sale of Land
The Association shall not dispose of
any real property except in accordance with such approval as may be granted by
a two-thirds (2/3) vote of the voting membership.
ARTICLE XII General Counsel
The Corporation may enlist the aid
of a General Counsel who must be a member of the Bar of the State of Maryland.
The General Counsel of the
Corporation may be designated by the Board at any regular Board meeting.
The General Counsel shall advise the
Board on matters of legal import concerning the Corporation.
ARTICLE XIII Principal Office
The principal office of the
Corporation shall be located at the site of the swimming pool.
Section 2 Books and Records
(a)
Corporate books and records of the Corporation shall be kept in the principal
office of the Corporation unless in the hands of officers or non-officer
directors of the Corporation.
(b)
Corporate books and records shall be open to inspection by members at a
reasonable time and such inspection shall take place at the customary place of
keeping of said books and records.
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