ARTICLE
I - - NAME
The
name of this corporation shall be Fox Mill Woods Swim &
Tennis Club, Inc., hereinafter referred to as "the Club".
ARTICLE
II
The
purpose for which the Club is formed is to furnish swimming
and tennis facilities and additional appropriate
recreational facilities for members of the Club and their
families, such facilities to be operated exclusively for
pleasure, recreation and other nonprofitable purposes. No
part of the net earnings of the Club may inure to the
individual benefit of any member. (Amended 10/16/87)
ARTICLE
III
Section 1. Maximum number of members. The total
number of members*s in the Club shall be limited to a
maximum of three hundred (300).
Section 2. Application for Membership. Application
for membership shall be made in writing on forms designated
by the Board of Directors. Each application shall be
approved by the Board of Directors or a committee thereof
authorized to approve applications pursuant to such
procedure as the Board shall establish. (Amended 10/26/87)
After
the maximum authorized number of memberships has been
issued, applications for membership will be placed in a file
to be maintained by the Board of Directors. This file shall
be used in considering applicants in the event that
outstanding memberships are redeemed by the Club or in the
event that an increase in the total authorized number of
memberships is authorized by amendment to these By--Laws.
The
Board of Directors may, at its discretion, give preference
in issuing membership to a purchaser of the home of a member
of the Club. A member who sells his home and who desires to
obtain for the purchaser thereof the benefit of his
membership may request such consideration in writing from
the Board of Directors
Section 3. Membership fees. Fees to be charged for
membership shall be established from time to time by the
Board of Directors with due regard for the financial needs
of the Club and the demand for such memberships.
Section 4. Issuance of memberships. Upon commitment
to full payment of all dues and fees, memberships shall be
issued to one adult member of a family unit, and this
membership shall entitle all. persons in the family unit to
utilize the Club's facilities as long as such membership
shall. remain in good standing. Each family unit shall.
designate the person in whose name the membership shall be
listed. In the event of death of the designated member, the
membership will, be transferred to another adult member
designated by the family unit. A family unit is defined as
all persons of the same immediate family who permanently
reside in the same housing unit. An adult family member
shall be considered to be a person of eighteen (18) years or
more of age. The Board of Directors may, upon application of
any member, determine whether, in the discretion of the
Board, a particular person is to be considered within the
family unit. (Amended 10/26/87)
Section 5. Eligibility for Membership. Eligibility
for membership shall be determined at the sole discretion
and pleasure of the Board of Directors or a committee
thereof authorized to approve new members. Any applicant who
has been disapproved by the Board of Directors shall have
the privilege of review by the membership at large,
according to such procedure as may be fixed by the Board of
Directors.
Section 6. Membership in good standing. Memberships
shall be considered in good standing so long as all fees and
dues are paid in the manner prescribed herein and so long as
persons entitled to use of the Club's facilities under such
membership comply with the established rules and regulations
of the Club.
Section 7. Redemption of membership. In the event
that a member in good standing wishes to redeem his
membership the following shall apply:
(a) A
member in good standing that wishes to sell his membership
shall submit proper notice to the Club. The Club shall, have
right of first refusal of such membership at the member's
original membership fee. In the event the Club exercises its
first right of refusal the membership may be reissued by the
Club to any individual or may be retained by the Club.
(b)
In the event the Club does not exercise its first right of
refusal pursuant to paragraph (a) above, it may reissue the
membership, at the request of the redeeming member, to any
individual subject to approval by the Board of Directors as
provided in Article III Section 2.
(c)
No membership shall be redeemed, except in the event of
expulsion as hereinafter provided, unless there is an
applicant for membership who desires to purchase a
membership.
(d)
Not withstanding the restriction cited above, the Board of
Directors may, at its sole discretion, repurchase tendered
memberships at the original price paid by the member
requesting withdrawal from the Club, or repurchase
memberships from expelled members at the original price paid
by the former member, less any arrearages. (See Article III,
Section 10 Expulsion and suspension)
(e)
All requests for redemption or transfer of membership must
be made in writing to the Board of Directors. The membership
certificate must accompany the request along with all annual
fees, special assessments and any other indebtedness owed
the Club. At its sole discretion the Club may choose to
deduct all or part of any liability from the redemption.
(Amended 9/17/94)
Section 8. Lessees of members. In the event that a
member in good standing shall desire to permit the lessee of
his home to use his membership temporarily, he shall make
application to the Board of Directors. If the Board of
Directors shall find the lessee acceptable for membership,
it may authorize the use of such membership by the lessee.
The lessee, and persons in the lessee's family unit, shall
thereupon and upon payment of all annual dues, be entitled
to use the facilities of the Club. Such membership shall,
however, remain in the name of the lessor, and the lessee
shall not be entitled to vote in proceedings of the Club.
Section 9. Inactive memberships. A member may apply
in writing to the Board of Directors to be placed in
inactive status. Members so placed in inactive status shall
be excused from the payment of annual dues but must pay an
annual maintenance fee established by the Board. Inactive
members shall not be entitled to vote in the proceedings of
the Club. Resumption of active status may be obtained by
payment of annual dues for the year of resumption. Transfer
to inactive status is at the sole discretion of the Board of
Directors and will be approved by the Board of Directors
only in the event that the financial affairs of the
corporation permit such transfer without detriment to other
members. (Amended 10/26/87)
Section 10. Expulsion and suspension. Membership
privileges of members who do not comply with the rules and
regulations promulgated by or under authority of the Board
of Directors shall, be subject to the penalties (suspension
or expulsion) set forth in such rules and regulations. The
Board of Directors may authorize the Pool Manager to suspend
the membership privileges of any individual for a period not
exceeding seven (7) days as a disciplinary measure provided
for in the pool regulations. Membership privileges may be
suspended for a longer period of time, or a member expelled,
or any individual entitled to use the facilities of the Club
permanently denied such entitlement, for due cause and after
having been granted an opportunity for a hearing before the
Board of Directors. Expulsion. of a member or permanent
denial of an individuals use of the facilities of the Club
shall be effective upon the affirmative vote of four (4)
Directors. Due cause for suspension, expulsion of a member
or permanent denial of an individuals privileges shall
consist of a violation of these By-Laws, or the rules and
regulations of the Club, or conduct detrimental to its
members.
Failure to pay annual dues will cause membership privileges
to be suspended until such dues are paid, together with such
penalty for late payment as may be prescribed by the Board
of Directors. Failure to pay annual dues within six (6)
months after due shall be grounds for expulsion of the
member.
In
case of expulsion of a member, the Club shall redeem such
membership in the manner provided in Section 7 of this
article, except that any arrearages resulting from unpaid
dues owed the Club may, at the discretion of the Board of
Directors, be deducted from the redemption price.
A
member once expelled by the Board of Directors may be
reinstated by a majority vote of the members at a duly
called annual or special meeting, after an opportunity to be
heard has been granted to the former member and to a
representative of the Board of Directors.
Section 11. Guests. Guests of members shall be
admitted to the use of the facilities of the Club pursuant
to the By-Laws and the rules and regulations promulgated
from time to time by the Board of Directors. Rules
respecting guest privileges shall be promulgated annually by
the Board of Directors as part of the annual Pool
Regulations.
ARTICLE
IV - - DIRECTORS
Section 1. Number of Directors The affairs of the
Club shall be managed by a Board of Directors composed of
seven (7) members. At least five (5) of the Directors shall
be members residing in Fox Mill Woods. (Amended 10/12/79)
Section 2. Qualifications. Directors shall be adult
members in good standing and shall be elected by plurality
vote at the annual meeting of the members.
Section 3. Board of Directors: Tenure. An initial
Board of Directors shall consist of the incorporators, who
will serve until the first annual meeting after the pool is
completed.
The
succeeding Board will consists of seven (7) directors
designated by the incorporators and confirmed by the
membership, two (2) of whom shall serve for one (1) year,
two (2) of whom shall serve for two (2) years, and three (3)
of whom shall serve for three (3) years. These Directors
shall organize themselves as the tenure of each Director.
Thereafter, at each annual meeting, Directors shall be
elected to serve for a term of three (3) years
Section 4. Nominating Committee. A nominating
committee shall be appointed by the President subject to the
approval of the Board of Directors at least sixty (60) days
prior to the annual meeting. This committee shall consist of
the Committee Chairmen and other interested members of the
Club and shall nominate a slate of not less than the number
of Directors to be elected. Additional nominations may be
presented at the annual meeting by any member entitled to
vote. (Amended 10/20/8 1; 10/26/87)
Section 5. Vacancies. Vacancies occurring on the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining Directors; however, the minimum
number of Directors shall be five (5). Should the Board opt
to fill a vacancy, preference may be given to unelected
candidates from the previous election. Any Director so
elected shall serve until the next annual meeting, at which
time an additional Director shall be elected to serve for
the remaining unexpired term, if any, of the Director
originally replaced. (Amended 10/26/87)
If a
Director fails to attend three (3) consecutive meetings of
the Board or otherwise fails to perform any of the duties
devolving upon him as a Director, his office may be declared
vacant by the Board and vacancy filled as herein provided.
ARTICLE V - - MEETING OF THE MEMBERS
Section
1. Annual Meeting. The annual meeting of the
members of the Club shall be held during the second week of
November of each year at such place within Fairfax County,
Virginia, and at such time as the Board of Directors shall
designate. (Amended 10/21/81; 12/09/85)
Section
2. Special Meetings. Special meetings may be called
at any time by the President or by the Board of Directors
and shall be called by the Board within thirty (30) days of
the receipt of a written request therefore of not fewer than
10 percent (10%) of the total members of the Club.
Section
3. Notice. Written notice stating the place, day
and hour of a meeting of members shall be mailed by the
Secretary not less than thirty (30) days nor more than fifty
(50) days before the date of any meeting of members, to each
member entitled to vote at such meeting. Such notice shall
be deemed to be delivered when deposited in the United
States mail addressed to the member at his address as it
appears on the records of the Club, with postage thereon
prepaid. The notice given of any special meeting shall
state the purpose or purposes for which it is called, and no
other business shall be transacted at such meeting. For any
meeting, such notice shall include a proxy instrument.
(Amended 10/26/87)
Section
4. Quorum. At any meeting of members, ten percent
(10%) of the members in good standing and active status is
entitled to vote and, represented in person or by proxy,
shall constitute a quorum. The vote of a majority of votes
entitled to be cast by the members present or represented by
proxy at a meeting at which a quorum is present shall be
necessary for the adoption of any matter voted upon by the
numbers, unless a greater proportion is required by the
statutes of the Commonwealth of Virginia, the articles of
Incorporation, or these By-Laws. (Amended 10/26/87)
Section
5. Voting. Each member in good standing and active
status of the Club shall be entitled to vote at any annual
or special meeting. This vote may be cast in person by the
person in whose name the membership is issued or by proxy
held and exercised by any other adult member of the same
family unit or by written proxy filed with the Secretary
prior to the meeting. (Amended 10/26/87)
Robert's
Rules of Order, Revised, shall govern all proceedings of the
corporation, except where provided otherwise by the By-Laws.
ARTICLE
VI - - OFFICERS
Section
1. Officers elected. The Officers of the Club shall
be a President, Vice President, Treasurer and Secretary, and
other such officers and assistant officers as shall be
determined by the Board of Directors, all of whom shall be
elected by the Board of Directors from among their own
number. Officers shall be elected at the first meeting of
the Board of Directors following the annual meeting of the
members and shall hold office for a term of one (1) year or
until their successors are enacted and qualified.
Section
2. Limitation. No person shall hold more than one
(1) office at one (1) time.
Section
3. President. The President shall:
(a)
Preside at all meetings of the members and at all meetings
of the Board of Directors.
(b) Act
as principal executive officer for the Club in connection
with all business authorized by the Board of Directors and,
together with the Secretary or any Assistant Secretary sign
all official contracts, agreements, authorizations and
applications pertaining to the business of the Club.
(c)
Direct and supervise all employees of the Club. This
authority may be delegated to one of the committees
appointed pursuant to Article VIII, Section 1. Appointment,
discharge and compensation paid to employees of the Club
shall be subject to the approval of the Board of Directors,
however.
(d) Sign
checks, as provided in Article X, for the disbursement of
funds of the Club.
Section
4. Vice President. The Vice-President shall have and
exercise all the powers, authority and duties of the
President during the absence or disability of the latter,
and shall have such powers and perform such duties as may
delegated to him by the President.
The
Vice-President is authorized to sign checks, as provided in
Article X, for disbursement of the funds of the Club.
Section
5. Treasurer. The Treasurer shall:
(a) Have
custody of all funds and financial records of the Club,
subject to such limitations and control as may be imposed by
the Board of Directors.
(b) Have
authority to sign checks for disbursement of the funds of
the Club, as provided in Article X.
(c)
Collect revenues payable to the Club.
(d)
Provide and maintain full and complete records of all the
assets and liabilities of the Club.
(e)
Prepare and submit to the Board of Directors such financial
statements as the Board of Directors shall designate.
(f)
Prepare such financial reports and tax returns as are
required by law.
Section
6. Secretary. The Secretary shall prepare and
maintain full records of meetings of the Board of Directors
and meetings of members, including complete returns of all
elections conducted in such meetings. He shall give or
cause to be given, in the manner herein prescribed, proper
notice of all meetings of the members. He shall keep
membership records and shall prepare membership certificates
for issuance to new members. Together with the President,
he shall sign all official contracts, agreements,
authorizations, and applications pertaining to the Club's
business and shall cause to be affixed thereto the corporate
seal, which seal shall remain in his custody. He shall
maintain a file of all correspondence of the Club.
Section
7. Other Duties. In addition to the specific
enumerated duties of officers as prescribed herein, any
officer shall perform other duties as customarily appertain
to his office or as he may be directed to perform by
resolution of the Board of Directors.
Section
8. Temporary or Additional Officers. When any
officer is absent, disqualified or otherwise unable to
perform the duties of his office, the Board of Directors may
designate another member of the Board to act temporarily in
his place. The Board of Directors shall designate by
resolution the duties of any additional officers or
assistant officers appointed by it.
Section
9. Removal. Any Director or officer of the
corporation may be removed from office by the affirmative
vote of two-thirds (2/3) of the members present at a regular
or special meeting of the membership called for the purpose,
but only after the opportunity has been given him to be
heard. Any officer of the Corporation may be removed from
office by the affirmative vote of five (5) of the Directors
present at a regular or special meeting of the Board, but
only after opportunity has been given him to be heard. Such
Officer may be reinstated for the remainder of his term by a
vote of a majority of the members present at a special
meeting of the membership.
Section
10. Compensation. All officers of the Club shall
serve without compensation.
ARTICLE VII - - MEETINGS AND DUTIES OF DIRECTORS
Section
1. Meetings. The Board of Directors shall meet as
required to conduct the business of the Club. The
President may call special meetings of the Board at any
time. A special meeting shall also be called at the request
of any two (2) Directors. The time and place within Fairfax
County, Virginia, of each meeting shall be fixed by the
President. In the absence of the President and
Vice-President from any meeting, the President may appoint a
Director to act as chairman. (Amended 10/26/87)
Section
2. Quorum. For any meeting of the Board of
Directors, five (5) Directors shall constitute a quorum.
The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors, except where the action of a greater
number of Directors is required by these By-Laws.
Section
3. Notice. Notice of each meeting of Directors
shall be given in such manner as the Directors shall
provide. No notice of the purpose of any regular or special
meeting of the Board of Directors shall be required to be
given.
Section
4. Duties. The Board of Directors shall exercise general
direction and control of the affairs of the Club. The
authority of the Board of Directors shall extent to, but not
be limited to, such actions as:
(a)
Transacting the general business of the Club, including, but
not limited to, the construction, expansion, maintenance,
and repair of its facilities;
(b)
Establishing membership fees, guest fees, and annual dues;
(c)
Establishing, publishing, and enforcing rules for the use of
the facilities of the Club;
(d)
Accepting or rejecting proposed members, action which may be
by secret ballot; (Amended 10/26/87)
(e)
Employing the services of pool management firms and/or
employing, discharging, fixing the compensation of and
prescribing the duties of such employees as they deem
necessary;
(f)
Fixing the amount and character of, and approving surety
bonds required of any persons handling or having custody of
the Club's funds;
(g)
Electing and removing from office of officers, as herein
provided;
(h)
Authorizing the incurring of obligations and the payment of
such obligations;
(i)
Electing directors to fill vacancies as herein provided;
(j)
Preparing and submitting to each annual meeting of members a
financial report of the affairs of the Club;
(k)
Providing for competent audit of the Club's books and
records at least once a year;
(l)
Selecting depositories and investments for funds of the
Club, subject to limitations provided herein;
(m)
Adopting or amending By-Laws of the Club to the extent
authorized in the Articles of Incorporation and as
hereinafter provided.
Section
5. Limitation. The Board of Directors shall have
no authority to sell, rent, lease, grant easements other
than those necessary to secure utility service, or otherwise
dispose of or encumber the real property of the Club without
a majority vote of the members of the Club present and
voting at a meeting of members, the notice of which
announced that such business would come before the meeting.
The Board of Directors may however, if necessary, mortgage
the real property of the Club for the purpose of raising
funds for construction, operation or expansion in accordance
with the purpose for which the Club was organized.
ARTICLE
VIII - - COMMITTEES
Section
1. Committees Exercising Authority of Board. The
Board of Directors may, by resolution adopted by a majority
of the Directors in office, designate one or more committees
each of which, to the extent provided in such resolution,
shall have and exercise the authority of the Board of
Directors, except as limited by the statutes of the
Commonwealth of Virginia, Articles of Incorporation, or
these By-Laws. Each committee shall have a designated
member of the Board as its liaison to the Board. (Amended
10/26/87)
Section
2. Other Committees. Other committees with limited
authority may be designated by a resolution adopted by a
majority of the Directors present at a meeting at which a
quorum is present.
ARTICLE
IX - - ANNUAL DUES
Section
1. Establishment. The Board of Directors shall
prior to commencement of the annual recreational season,
establish and communicate to the membership a schedule of
annual dues.
Section
2. Payment. Annual dues shall be due and payable
pursuant to such schedule as shall be established by the
Board of Directors. Normally annual dues shall be due and
payable on or before 5 May of the current fiscal year.
(Amended 10/26/87)
Section
3. Penalties. Penalties for late payment or
nonpayment of annual dues shall be imposed by the Board of
Directors as provided in Section 10 of Article III.
ARTICLE X - - FINANCES
Section
1. Annual Budget. The Board of Directors shall
approve and authorize an annual budget for the operation of
the Club, including any necessary supplements and amendments
thereto.
Section
2. Approval of Expenditures. Any expenditure or
obligation, other than from the petty cash fund hereinafter
authorized, shall require approval of the Board of Directors
evidenced by resolution duly entered into the minutes of the
meeting or by the annual budget or supplements and
amendments thereto.
Section
3. Disbursements. All disbursements of funds of
the Club shall be made by checks signed either by the
Treasurer, the President, the Vice-President or their
agents; provided however, that the Board of Directors may by
resolution provide for the establishment of a petty cash
fund not to exceed $100 per item. The Board of Directors
may authorize the appointment of an Assistant Treasurer who
shall be authorized to sign the checks in the absence of the
Treasurer. (Amended 10/26/87)
Section
4. Bonding. The Board of Directors shall secure the
faithful performance of the Treasurer, and the Assistant
Treasurer, if appointed, by means of an adequate instrument,
the premiums for which shall be paid from funds of the
Club. (Amended 10/26/87)
Section
5. Investment or Deposit of Funds. All funds of the
Club shall be deposited promptly after receipt in an
institution designated by the Board of Directors, the
deposits of which are insured by an agency of the United
States Government, or invested in obligations of the United
States Government. No funds of the Club shall be invested
in any other means or lent to any person whomsoever.
(Amended 10/26/87)
Section
6. Audit. The accounts of the Club shall be
audited at least annually in a manner designated by the
Board of Directors.
ARTICLE
XI - - BY-LAWS
Section
1. Effective Date. These By-Laws shall become
effective immediately upon approval by the Board of
Directors and shall remain in effect until amended or
repealed in the manner hereinafter provided.
Section
2. Amendment. These By-Laws may be amended as
follows:
(a)
Proposed amendments may be originated by the Board of
Directors or by a petition signed by ten percent (10%) of
the total membership.
(b) All
proposed amendments shall be mailed to each member not less
than fourteen (14) days prior to the meeting of members at
which such amendments are to be considered. The Board of
Directors shall indicate by its recommendation, comment on
such proposed amendments at such length, as it shall deem
necessary. Any one (1) proponent of an amendment by
petition, shall be entitled to include a statement with
respect to such amendment, not to exceed five hundred (500)
words in length for each article proposed to be amended.
(d)
[NOTE: existing version By-Laws do not include an item
(c)]. The affirmative vote of two-thirds (2/3) of the
members voting and in good standing shall be effective for
the adoption of any proposed amendment.
(e)
Voting on proposed amendments may, at the discretion of the
Board of Directors, be conducted by mail.
Section
3. Interim Amendments. Notwithstanding any other
provisions of these By-Laws, the Board of Directors may
amend these By-Laws by the affirmative vote of Directors.
Such amendments shall remain in effect for all purposes
unless rejected by two-thirds (2/3) of the members voting
and in good standing at the next annual meeting of members.
Section
4. Copies. Copies of these By-Laws shall be made
available to all members.
ARTICLE
XII - - SEAL
The
Corporate seal of the Club shall have inscribed thereon the
name of the Club, the year of its organization, and the
words "Corporate Seal, Virginia."
