BYLAWS OF STONEGATE SWIM CLUB INCORPORATED
ARTICLE I - NAME
The name of this corporation, as incorporated under the laws of the State of Maryland, is the Stonegate Swim Club Incorporated and is referred to in these By-Laws as "The Club."
ARTICLE II - PURPOSES
As established by the Articles of Incorporation, the purpose of this Club is to furnish and maintain swimming and other recreational facilities for its members, their families and guests in accord with the general welfare of the Club. Its purpose is to generally promote the recreational goals of its members and is not for the purpose of financial profit or gain. In furtherance of this purpose, the Club will conduct or acquire facilities as shall be necessary or desirable to attain these objectives, and shall have full power and authority to receive by gift, devise, purchase or otherwise, monies and properties, real and personal; and to lease, own and hold real estate and personal; and to encumber, sell and exchange the same; and to invest and reinvest the funds of the Club; and to do and perform any and all acts not inconsistent with these purposes under the laws of the State of Maryland and the United States.
ARTICLE III - MEMBERSHIP PROVISIONS
Membership in the Club shall be limited to members as defined in Section 3 of this Article. This limitation may be modified only by amendment to these By-Laws as provided for in Article X.
Membership in the Club shall be open only to the residents of the Stonegate Subdivision and vicinity, regarded as those who live within a three mile radius of Stonegate Pool, except as otherwise determined in the discretion of the Board.
Membership in the Club shall consist of the following classes of members, namely:
Active Membership - shall be available to any husband and/or wife or head of household, including an adult who maintains a bona fide residence and any persons residing in the household permanently or for the pool season, excluding boarders. The household of each Active Member shall have one vote. For the purpose of determining total membership in the Club, Active Membership shall be defined as family membership (which is defined as a family of 4 or more; less than that constitutes one-half of an Active Membership, but with all the rights of any Active Member). Two families residing in one residence are regarded as two separate Members.
(2) Inactive Membership - Active Members may opt for Inactive Membership. Inactive members, including all members of their household, shall be denied the use of the pool and all its facilities during this period of time. Annual dues for inactive memberships shall be determined by the Board.
Membership dues are set by the Board of Directors on an annual basis.
Prospective members must submit a membership application in a form determined by the Board, which may consist of a membership wait list application. The Board of Directors or its designee shall decide upon all membership applications . No person, however, shall be denied membership for reasons of race, religion, color, creed, gender, sexual orientation, disability, or national origin.
(1) Memberships are transferable only in accord with these Bylaws, and subject to Board approval as set forth in Section 5. Any membership initiated prior to 3/1/16 may be transferred to a new purchaser or lessee of a member's home, if such member is in good standing, has made written request to make the transfer, and it receives Board approval.
(2) Membership Refunds:
(a) For memberships existing prior to 12/31/89, the membership may be returned to the Club and the Club shall pay the member 90% of the member's initiation fee less any outstanding charges then due.
(b) For memberships initiated after 1/1/90, the membership may be returned to the Club, and the Club shall pay the member 50% of the member's initiation fee less any outstanding charges then due.
(c) Membership refunds in each calendar year shall not exceed a budgeted amount plus 50% of the amount received from new memberships in that year, which may affect when a member receives a refund payment. In the Board’s discretion, partial refunds may be.
(d) For memberships initiated after 3/1/16, there shall be no refund of initiation fees.
(3) A member, in the event of a temporary move, may transfer his privileges in the Club to a lessee of his home if approved by the Board and as long as the member pays the annual dues for the period of this privilege and the member and lessee fully comply with all existing rules and regulations then in effect. Voting privileges shall, however, remain vested in the Active Member.
(4) When any member wishes to terminate or transfer his membership, for any reason, he must submit a signed or verified electronic communication of their intention to the Board prior to such transfer or termination.
(5) When any member is expelled pursuant to the provisions of this Article (see Section 7 (2)), the entire membership terminates, and the value of the membership shall be refunded in accord with the provision of Subsection (2). This shall constitute the sole and exclusive remedy of the expelled member.
(1) Any member in any class may have his pool privileges suspended for the violation of the Club's rules and regulations, without a hearing before the Board, provided such suspension is not in excess of 72 hours. The power to so suspend pool privileges for any person shall be vested in any member of the Board of Directors or the employee of the Club in charge at the time. A written report or log entry of such suspension shall be made.
(2) Any member, in any class, for good cause and after being afforded an opportunity for a hearing before the Board of Directors, and upon not less than five days’ notice (which notice shall specify the charges with reasonable particularity) of such hearing, may be suspended for a period of up to three months by a majority vote of the Board of Directors and may be expelled from the Club by five members of the Board voting to expel. Cause for suspension or expulsion shall consist, by way of example but not by way of limitation, of a violation of the By-Laws or the rules and regulations, or for any conduct considered to be unsafe or detrimental to the interests of the Club.
(3) If a membership correspondence is returned as undeliverable either by email (when sent to the email address furnished by the member) or by the post office, and a subsequent certified letter is returned, the member shall be considered "lost", and his initiation fee may be placed in the general fund of the Club.
Guest policies shall be established by the Board of Directors and shall be set forth in the Rules and Regulations.
All members shall be individually responsible for any damage or injury caused by themselves, their family members or guests. Members shall familiarize themselves with all existing rules and regulations, as well as these Bylaws, and the Rules and Regulations shall be posted in a conspicuous place within the premises of the Club.
ARTICLE IV - MEMBERSHIP MEETINGS
The annual meeting of the membership shall be held in the Fall or as otherwise determined in the judgment of the Board of Directors each year for the purpose of electing a Board of Directors, receiving a financial report, and transacting such other business as may properly come before the meeting. The annual budget may be adopted at that meeting or a subsequent meeting in accordance with Article IX, Section I (b).
(1) Notices of the annual meeting shall be distributed to the active members at least two weeks prior to the meeting date and shall contain a list of all major topics to be presented to the membership for consideration, but may in the discretion of the Board include “new business.”. The notice shall include also the names of candidates for election as Board of Directors.
(2) Members who wish to have particular matters or topics presented to the annual meeting should notify the secretary in writing at least one week prior to the meeting date for inclusion of the topic in the appropriate agenda.
Special meetings of the membership may be called by the Board of Directors at any time. Also, upon written request of not less than one-third of the active members of the Club, stating the purpose therefore, a special meeting shall be called by the president within 30 days. One week's notice of the meeting and its purpose shall be given to the Active Members. No other business shall be transacted except that which is set forth as the purpose for the special meeting.
Only one adult member from each household holding an Active Membership in the Club shall be entitled to vote at a membership meeting. Absentee ballots dealing with proposals specifically published for that meeting may be used if submitted to the secretary prior to the meeting being called to order.
Five percent of the Active Members eligible to vote and present in person, represented by proxy shall constitute a quorum for the transaction of business at any meeting of the Club. A member may hold a maximum of one proxy. If less than a quorum is in attendance for any meeting which shall have been called, such meeting may, after the lapse of at least one-half hour, be adjourned to a subsequent date by a majority of the Active Members present. If such meeting is adjourned, a notice in accordance with section 2 of this Article shall be sent to the membership. Such notice containing subparagraph 1, a statement of the purpose of the meeting, subparagraph 2, a statement of the previous meeting adjourned for lack of a quorum, and subparagraph 3, a statement that the number of members present at such second meeting shall constitute a quorum.
Whenever in these Bylaws notice to members is required, the mailing of such notice to the address shown on the records of the Club, by prepaid mail or by email (at such address as furnished by the member), shall constitute effective notice.
ARTICLE V NOMINATIONS AND ELECTIONS
(a) The Nominating Committee may be appointed by the president of the Club to be composed of members of the Club, not more than two of whom may be a member of the Board of Directors.
(b) The Nominating Committee, if any, is responsible for nominating candidates for the vacancies on the Board of Directors. . The Nominating Committee shall report such nominations to the Board.
(c) Nominations may also be made from the floor providing each nomination is supported by three seconds and provided further that the nominee has expressed a willingness to serve, either at the meeting or by a statement in writing.
(d) The list of candidates as submitted by the Nomination Committee and as augmented by nominations from the floor shall be included in a single ballot.
Each Active Member, with their own vote and with a maximum of one proxy, may vote for as many candidates as there are vacancies. As determined by the President, voting shall be by secret ballot. Absentee ballots must be submitted to the secretary prior to the meeting being called to order.
ARTICLE VI - BOARD OF DIRECTORS
The Management of the Club shall be under the exclusive control of its Board of Directors in accordance with these By-Laws.
The Board of Directors shall consist of seven active members of the Club. Directors shall be elected by majority vote for two-year terms at the annual meeting of the membership; approximately half shall be elected to the Board of Directors in odd-numbered years; the other half shall be elected to the Board of Directors in even-numbered years. The newly elected directors shall take office on the first day of January following election. All directors may be afforded a year of complimentary membership every year while serving on the Board. All Board Members shall be responsible for a working knowledge of these Bylaws.
In its discretion, the Board of Directors may elect up to three (3) Trustees to serve as adjunct members to advise the pool Board. Trustees will each serve as non-voting members of the Board. Trustees will serve without any compensation or adjustment of dues.
Any vacancy occurring in the Board shall be filled by a majority vote of the remaining members of the Board for the remainder of the vacant term.
Individuals must hold Active Membership in the Club in order to qualify to be a Director.
One half of the Directors then in office shall constitute a quorum for the transaction of any business. Directors and members of a committee may participate in meetings by means of a conference telephone or any other device that allows them to hear each other and such participation in a meeting shall be deemed presence in person at such meeting. All business shall be conducted by majority vote of those present, unless otherwise specified herein. Any action to be taken at a meeting may be taken without a meeting if all of the Directors or committee members, as applicable, indicate in writing or by electronic transmission that they unanimously agree.
Regular meetings of the Board shall be held at least three times per year. Time and place of the meeting shall be designated by the president and at least five days’ notice of such meetings shall be given to each Director unless all Directors waive the need for such notice when the meeting is held.
Special Meetings of the Board may be called by the president or by four or more other Directors. Notice of such special meetings, stating the purpose thereof, shall be given to all Directors.
The Board of Directors shall transact all corporate business including, but not limited to, construction of facilities and establishment of rules for use thereof; establish the membership initiation fee, guest and other fees such as swimming lesson fees; approve applications for membership; select the depository for corporate funds; and provide for annual audit of the corporate books and records, and general oversight of the Club.
Except as is necessary in the initial construction of the swimming pool and related facilities, the Board of Directors may not borrow or pledge the credit of the Club in excess of $5,000 without specific approval of the majority of Active Members voting at any meeting. This section shall not apply with respect to any item or items in the current budget as provided in the Article for Fiscal Matters.
Removal of a Member of the Board of Directors may be made by vote of five members of the Board or by a two-thirds majority of active members voting at any membership meeting.
ARTICLE VII - DESIGNATED OFFICERS OF THE CLUB
The Officers of the Club shall consist of the President; a Vice-President for Operations, a Vice-President for Maintenance, a Vice-President for Membership, a Secretary; a Director of Programs, and a Treasurer. The Officers shall be elected annually by the Board of Directors at the first meeting of the Board following the annual membership meeting of the Club and shall hold office until their successors are elected, unless removed earlier. All officers shall be elected from the membership of the Board of Directors. An officer of the Club may be removed from office by a vote of five members of the Board.
Duties of the President
The President shall preside at the meetings of the Club and of the Board of Directors. He/she shall appoint all standing committees, designating the chairperson thereof; and all special committees. He shall be an ex officio member of all committees and shall be entitled to a vote. He shall present anannual report from the Board of Directors to the membership at its annual meeting, and generally shall be in charge of all operating matters pertaining to the general welfare and operation of the Club and its facilities.
Duties of the Operations Vice-President
The Vice-President shall have and exercise all the powers and duties of the president during his absence or inability to act. He shall act as assistant to the president and perform such other functions as he may be directed to perform by the Board. He shall also have supervisory responsibility for pool facility maintenance and operations and shall work closely with and assist the Maintenance Vice-President.
Duties of the Maintenance Vice-President.
The Vice-President for Maintenance is concerned with and generally oversees the upkeep, repairs, and maintenance of the grounds of the Club, and shall work closely with and assist the Operations Vice-President.
Duties of the Membership Vice-President,
The Membership Vice-President shall maintain a list of current members and oversee all membership development, retention, invoicing, and associated activities.
Duties of the Secretary
The secretary shall keep the minutes of all meetings of the Board of Directorsand any other special meetings which the secretary is designated by the president to attend, in books provided for the purpose, and shall keep such other books and records as the Board of Directors may direct. He/she shall perform in general all the duties which are incidental to the office of secretary, subject to the control of the Board of Directors, shall submit such written reports to the Board as may be requested by it, and shall maintain such other written records as may be appropriate and beneficial for the use of the Club.
Duties of the Treasurer
The Treasurer shall receive and have custody of all funds and securities of the Club. He/she shall endorse and promptly deposit on behalf of the Club all negotiable instruments and whenever required by the Board of Directors, shall render a full statement of case accounts. He/she shall keep a full and accurate financial accounts of the Club and shall perform all acts incidental to the position of treasurer subject to the control of the Board of Directors. He/she shall present a financial report at each annual membership meeting and board meeting which shall consist of a balance sheet and operating statement for the last year. He/she shall also present projections as to past and future expenses as the same may be pertinent to the operation of the Club.
ARTICLE VIII - COMMITTEES
The Board of Directors shall have the option of activating the following standing committees appointed by the president with duties as stated. Insofar as possible, the president shall designate the chairperson of each committee from the Board of Directors, and the members of these committees shall serve until their successors are appointed.
(1) Operations Committee - Shall be responsible for the day to day operations of the pool facility.
(2) Grounds Committee - To the extent delegated by the Board, the Grounds Committee shall exercise supervision of the grounds; shall attend to the improvement and maintenance of the buildings, recreational areas.
(3) Membership Committee - Shall maintain the waiting list and other lists in accordance with these By-Laws and shall investigate and report to the Board of Directors desirability of all applicants for membership.
The Board of Directors may provide for such additional committees and may appoint such appropriate chairpersons and members and assign appropriate duties to all such committees as the Board determines is in the best interests of the Club.
ARTICLE IX - FISCAL MATTERS
An annual budget setting forth anticipated revenue and proposed expenditures for the fiscal year shall first be approved by the Board of Directors and then submitted to the membership for adoption at the Annual Meeting.
(a) The annual dues shall be fixed by the Board of Directors, which shall establish and append to these Bylaws, the opening date for payment of dues, the due date for payment of dues, the date for late fee assessments (which amount shall be determined by the Board), the date for suspending a delinquent member’s membership for the year, the date for accepting new members from the wait list, and other dates of importance for membership.
(b) Special Assessments - If any, shall be payable at such times as specified by the Board of Directors. Special assessments shall be within the sole discretion of the Board, but shall not be assessed except for major operational cost necessities, and/or major improvements that may be approved by the membership.
There shall be no refunds or dividends of annual dues or special assessments unless specifically approved by the Board of Directors.
In case a member does not pay his annual dues or any other indebtedness by the required date, he will be considered delinquent, be subject to a late fee, and shall be advised of such delinquencyas soon as possible. If a required payment is not made within the deadline established by the Board, the delinquent member shall be given a second notice, after which the delinquent member is subject to suspension of all membership privileges. Upon termination of membership for nonpayment of dues or other indebtedness, the member may be entitled to a refund of the applicable percentage of their initiation fee if so provided for in these By-Laws.
Upon cessation of a membership for any cause, all indebtedness owing to the Club by a member shall be charged against any refund of his membership fees, except as otherwise provide for herein.
Upon the request of three-quarters of the membership who vote, a special audit may be conducted of the books and records of the Club.
The amount of reserve shall be determined by the treasurer and the Board of Directors and shall always be based upon sound financial predictions dealing with the replacement of equipment, operating expenses, extraordinary repairs, and such improvements as shall be deemed necessary for the best interest of the members and the Club.
All the disbursements of the Club's funds shall be on checks signed by the Treasurer and any one of the following: President, first vice president, or second vice president. However, the Board of Directors may provide for the establishment and replenishment of the petty cash fund not to exceed $200 to be used in connection with the day-to-day expenses of the Club's operations. However, in the event that such petty cash fund is established and utilized in connection with the operation of the Club, written vouchers shall be required to be furnished for the expenditures of any funds from the petty cash fund.
ARTICLE X - AMENDMENT OF BY-LAWS
Proposals for amendment of these By-Laws may be made by the Board of Directors or sponsored by at least ten Active Members who shall submit such amendments in writing to the Secretary. The Secretary shall then present such proposals at the next scheduled meeting of the Board of Directors. Any proposals and recommendations approved by the Board shall then be placed upon the agenda of the next meeting of the membership, provided that such proposal is submitted at least three weeks in advance of such meeting. Approval by two-thirds of the votes cast, either in person or represented by absentee ballot shall be required in order to adopt any proposed change to these By-Laws.
The By-Laws shall not be amended in any other manner, except as provided for above.
ARTICLE XI - MISCELLANEOUS MATTERS
(1) Each person who acts as a director or officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him/her in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of his being or having been a director or officer of the Club, except in relation to matters as which he/she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duties. The Board is authorized to secure insurance to protect the Club and fund the indemnification.
(2) The right of indemnification provided herein shall inure to each director and officer referred to in Subparagraph (1) above, whether or not he is such director or officer at the time such costs or expenses are imposed or incurred and in the event of his death shall extend to his legal representative.
Any question as to the meaning or proper interpretation of any of the provisions of these By-Laws shall be determined by a majority vote of the Board.
Execution of corporate papers or written obligations of the Club, other than checks, shall be executed by any one officer of the Board of Directors.
Authority to Execute Papers
No obligation on the part of the Club shall be entered upon without obtaining the prior approval of the Board of Directors except as to matters involving less than $100 and involving disbursements from the petty cash fund as provided for above.
All corporate books and records shall be open to inspection by members and such inspection shall take place at the customary place and at reasonable times where such books and records are maintained.
Unless otherwise provided for by law, by the certificate of incorporation, or by these By-Laws, when invoked by the President, the rules of procedure governing meetings of members of the Club or by the Board of Directors shall be those of Roberts Rules of order, as amended and revised from time to time.
Whenever these By-Laws refer to the singular or the masculine gender, such reference shall also apply to the plural and the female gender with equal force whenever the context requires the same.
The Club shall not dispose of any real property except in accordance with such approval as may be granted by a majority of vote of Active Members voting them such disposition at regular or special meetings of the members.
Changes in Club Property
There shall be no substantial alterations in the physical plant or uses of the Club, (e.g., , installation of a snack bar, etc.), except upon two-thirds vote of the Active Members voting at any membership meeting.
Members are responsible for keeping their contact information current for purposes of official communications from the Pool, including any electronic contact information. Any requirement of notice or communication in these Bylaws may be given in electronic form.
Stonegate Swim Club By-Laws
With 2016 Amendments