Rolling Hills Swim Club, Inc. Amended: March 2016 Approved: Section 1. This Corporation shall be known as the Rolling Hills Swim Club, Inc. The principal office of the Corporation shall be located in West Springfield, Fairfax County, Virginia. Section 1. This Corporation is organized under the Commonwealth of Virginia Nonstock Corporation Act; and its purpose shall be to operate a nonprofit, nonstock membership Corporation, which Corporation shall own, develop, operate and maintain a swimming pool and such recreational facilities so as to promote the health and general welfare of its members and enhance community life in the area of West Springfield, Fairfax County, Virginia. Section 1. Membership in this Corporation shall not exceed 400, except that the Board of Directors (Board), in its discretion, may authorize more than 400 memberships in anticipation of normal Spring and Summer resignations. Section 2xxx. A membership in this Corporation shall include the head of the household, and individuals who are legally related to the head of the household or spouse, up to a total of 6 persons, and whose principal home is the home of the head of the household. All individuals included in a membership are members of this Corporation and have membership rights in accordance with the provisions of the Corporation's Articles of Incorporation and these By-Laws. - There will be an additional fee for each additional person living in the household. Section 3. This Corporation has two membership types. Both types of memberships provide full access to the Corporation's facilities as described in Section 7 of Article III. a. Full Membership: Full membership entitles the member to a pro rata share of the Corporation, as well as to one vote that is provided to the head of household or spouse as indicated in the New Member Confirmation issued by the Corporations Membership Chair. Full membership requires the payment of the applicable Full Membership Bond upon joining the Corporation. The Full Membership Bond is refundable according to Section 9 of Article III and Section 12 of Article IV.
- Associate Membership: An associate membership is a temporary, non-voting, non-share membership in the Corporation. In lieu of the payment of the Full Membership Bond, an associate member shall pay (in addition to annual dues) a non-refundable associate membership fee as determined by the Board. An associate membership may not extend beyond one continuous full season. However, the Board, in its discretion, may extend associate membership for active-duty military personnel while they are stationed in the Washington, D.C., metropolitan area, and provided they pay the non-refundable associate membership fee each year of associate membership.
Section 4. Evidence of full membership shall be a New Member Confirmation issued by the Corporations Membership Chair. Section 5. The New Member Confirmation shall be issued to the head of a household and may be issued jointly to include the spouse. Section 6. A membership shall not be transferable except as herein provided and is subject to the approval of the Board. Section 7. Members shall be permitted to use all facilities owned or operated by the Corporation in accordance with these By-Laws and such rules, regulations and operating procedures as may be enacted by the Board. Section 8. By two-thirds vote of the Board, the membership of any member may be suspended or canceled for cause, but only after the member has had an opportunity to be heard at a meeting of the Board. Cause for the suspension or the cancellation of membership shall be determined by the Board and may consist of violations of these By-Laws, or rules, regulations or operating procedures of the Corporation as may be enacted by the Board, the failure to pay indebtedness to the Corporation within the time specified, the misuse or destruction of Corporation property, rude, disorderly or profane behavior or language, or any other act or omission on the part of a member which the Board determines is or may be detrimental to, is or may be a nuisance to, or does or may reflect discredit upon, the Corporation or any of its members or guests. Notwithstanding the above, short-term membership suspensions (30 days or less) may be imposed without a hearing by the Board pursuant to rules, regulations or operating procedures as may be enacted by the Board or pending a Board hearing as specified above. Section 9. A member may resign from the Corporation at any time provided that such member submits a resignation in writing, including by his/her membership number for cancellation, to the Board. Annual dues must be paid by the required date for the current operating year until the written resignation has been submitted. Refunds of dues already paid are covered in Section 1 of Article V. The Full Membership Bond of members with full membership will be refunded according to Section 13 of Article III. A member with full membership who resigns thereby cancels his/her membership, renounces all claim upon the Corporation, and is no longer eligible to vote. Section 10. A membership in the Corporation may be temporarily transferred to another person leasing the member's residence, provided that the member makes such request for membership transfer in writing to the Board, the member agrees to be responsible for the payment of all indebtedness to the Corporation incurred by such transfer, and the Board approves of such transfer. Section 11. In the event of a family separation, all membership rights shall automatically be conferred, in priority, upon the spouse who remains in the residence, or upon one of the two separating partners (but only one) as mutually agreeable to both parties should both parties leave the residence. If no agreement is mutually satisfactory in the last case, the Board shall cancel the membership. Section 12. In the event of movement of one of the spouses or death of one of the spouses, all membership rights shall automatically be conferred on the surviving spouse or an adult whose principal home was the home of the head of the household. In the event there is no surviving spouse, the Board shall confer all membership rights upon any adult member of the household without regard as to whether that person was a member of the household during the life of the previous member. Section 13. Upon approval by the Board, the Corporation shall refund to a member whose membership has been canceled for any reason, that member's Full Membership Bond if a full member, and a portion of the annual dues as determined under Section 1 of Article V, after deducting all indebtedness to the Corporation, with the following provisos: - The Board may require that the membership vacancy created by this cancellation be filled prior to refund.
- No Full Membership Bond shall be redeemed if the Board determines to do so may cause the Corporation to become insolvent or may place the Corporation in a precarious financial position.
- In the absence of information to the contrary, the refund will normally be made to the person or persons reflected in the Corporations membership database. If there is some question as to whom the payment should be made because of changes in family status, the refund will be made, in priority, to the spouse remaining in the residence, or to the persons named in the Corporations membership database.
Section 14. A membership which has been canceled, regardless of the reason for cancellation, may be reinstated at the discretion of the Board provided a vacancy exists. Section 1. Applications for membership shall be accepted only by the Membership Chair or acting Membership Chair. Applications shall be accepted only when made in writing by the head of a household or the spouse. Section 2. All applications for membership shall be added at the end of the membership waiting list maintained by the Corporation, except as provided in Section 4 of Article IV. Section 3. Applications for membership shall not be transferable. Section 4. When a vacancy occurs in the total number of authorized memberships, the vacancy shall be filled by offering the membership: first, as an immediate transfer to the purchaser of a residence owned by a resigning member; and second and successively, to applicants on the membership waiting list in order, beginning with the oldest date of application received by the Membership Chair. When a membership is transferred to the purchaser of a house, both the seller and the purchaser shall notify the Membership Chair in writing of the effective transfer date. Section 5. The Board is authorized to issue a membership to the first applicant in the order prescribed in Section 4 of Article IV who will accept membership, provided the applicant : - pays to the Corporation a Full Membership Bond as established by the Board; and
- is not disapproved for membership by the Boar
Section 6. In the event an applicant declines an offer of membership, the applicant shall be dropped from the membership waiting list or, at the written request of the applicant, placed at the bottom of the membership waiting list. Section 7. An offer of membership shall mean that the Membership Chair has attempted to notify the applicant of a membership vacancy at the applicant's address and/or phone number as recorded in the records of the Membership Chair. An applicant who cannot be notified within a reasonable time as determined by the Membership Chair (but not less than seven calendar days) shall be considered as having declined an offer of membership. Section 8. At the discretion of the Board, an applicant dropped from the membership waiting list or placed at the bottom of the list may be reinstated to a previously-held position on the list provided the applicant satisfies the Board that such action should be taken. Section 9. Subject to the approval of the Board, a member who becomes the owner of a second residence may purchase a second membership in the Corporation but shall be entitled to only one vote on those corporate matters on which the member maybe eligible to vote. Section 1. The Board, on or before April 15th each year, shall establish dues for the ensuing season and render bills to each member. The Board is authorized to set a final date prior to the opening date by which payment for dues and any other indebtedness to the Corporation must be made; and the Board is authorized to assess late payment fees. In the event of a cancellation of membership, a proportional amount of annual dues shall be refunded. Newly-entered members also shall pay a proportional amount of annual dues. The amount of proportional dues refunded to a resigning member or charged to a new member shall be calculated based on the time already expired in the operating season or based on the time left in the operating season. Section 2. To encourage voluntary help from the membership, a portion of the dues, as fixed by the Board, may be waived in exchange for voluntary assistance by members. Section 3. The Directors of the Corporation are exempt from annual dues and guest fee assessments during their years of service. In its discretion, the Board may grant exceptions from annual dues and guest fee assessments for, or in recognition of, significant service to the Corporation. Section 1. A regular annual meeting of the members shall be held in January of each year at such time and place as the Board determines. Section 2. A special meeting of the membership may be called by the President or the Board. Also, upon the written request made to the Board by not fewer than 50 members eligible to vote on Corporation matters, a special meeting shall be called by the Secretary within 30 days of the Board's receipt of such request. Section 3. At least seven days before the date of an annual or special meeting of the members, the Secretary shall cause written notice thereof to be mailed or delivered to each voting member at the address appearing for such member on the records of the Corporation. Section 4. At any annual or special meeting, 50 members (or spouses both voting and nonvoting), represented in person or by proxy, shall constitute a quorum. Section 1. A Board of Directors, consisting of no less than seven nor more than nine members, shall manage the affairs of the Corporation. The Directors shall be elected annually to terms of two years or until their successors are chosen at the regular annual meeting of the members in January each year. No more than five Directors shall be newly elected each year. Other vacancies may be filled by appointment. Directors shall be nominated for and be elected to specific positions as designated in Section 1 of Article VIII. Section 2. - If a Director fails to attend regular meetings of the Board for three consecutive months or otherwise fails to perform any of the duties incumbent upon him/her as a director, his/her office may be declared vacant by an affirmative vote of two-thirds of the Directors present at a regular or special meeting of the Board, but only after an opportunity has been given for him/her to be heard.
- Similarly, any Director may be removed from office by the affirmative vote of two-thirds of the voting members present in person or represented by proxy at a special membership meeting called for that purpose, but only after an opportunity has been given for him/her to be heard.
Section 3. When a vacancy occurs on the Board, such vacancy may be filled by the Board in its discretion. Vacancies may be filled by a majority vote of the Directors present at any regular or special meeting. When any Director is absent or otherwise unable to perform the duties of his/her office, the Board may, by resolution, designate another member of the Board to act in his/her place. Section 4. The Board shall hold at least one meeting each month at the call of the President and may meet at any time on the call of four Directors. Four Directors shall constitute a quorum at a meeting of the Board. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. Section 1. The Officers of this Corporation shall be a President, a Vice-President, a Treasurer, a Secretary, no less than one nor more than two Operations Chairs, a Membership Chair, a Social Chair and a Communications Chair. The Officers shall hold office until the end of the first meeting of the Board following the annual meeting of the members, unless sooner removed as provided in these By-Laws. Section 2. The President shall have and exercise all of the authority, powers and duties as customarily pertain to the Office of the President, including, but not limited to, presiding at the annual meeting of the members and at all meetings of the Board, and performing such other duties as he/she may be directed to perform by resolution of the Board. Section 3. The Vice-President shall have and exercise all the authority, powers and duties of the President during the absence or inability to act of the latter. The Vice-President shall be responsible for coordinating the Corporations swimming and diving teams program, including the selection and supervision of the swimming and diving coaches, and for coordinating the Corporations swimming and diving instructional program. Section 4. The Treasurer shall: have custody of all funds, securities, valuable papers and other intangible assets of the Corporation; provide and maintain full and complete records of all the assets and liabilities of the Corporation; prepare and submit at each regular meeting of the Board a financial statement of the condition of the Corporation as of the last day of the preceding month; and cause to be prepared such tax reports and information returns as local, state and federal laws require. Section 5. The Secretary shall: conduct the correspondence of the Corporation; give proper notice of all meetings of the members and of the Board; and prepare and maintain full minutes of all meetings of the members and of the Board. Minutes shall reflect the return of elections and all proceedings and be signed by the President and the Secretary. Section 6. The Operations Chairs shall be responsible for the operation, maintenance and repair of the Corporation's facilities. Section 7. The Membership Chair shall maintain an accurate membership roster, receive and act on applications for membership, provide membership numbers to new members and, in concert with the Treasurer, schedule satisfactory reimbursement to canceled memberships. Section 8. The Social Chair shall propose and coordinate social and related activities of the Corporation. Section 9. The Communications Chair shall develop, coordinate and implement a plan for communications with members of the Corporation and the community using the official Rolling Hills Swim Club website, email and appropriate electronic and social media. Section 1. The President shall establish a Nominating Committee which shall select candidates to be voted upon by the members to fill vacant Directorships at the annual meeting. Additional nominations may be received from the membership at the annual meeting. Section 2. The President may establish such other committees as he/she deems necessary. Such committees shall continue to exist until the next annual meeting of the members, except that they may be dissolved by the Board when such action appears advisable in the best interest of the Corporation. Section 3. Actions taken by the Committees are subject to the approval of the Board and no committee may exercise on its own the authority of the Board. Section 1. In order to ensure the continued viability of the Corporation, the Board is granted the authority to authorize such special assessments deemed prudent or necessary based upon the physical or financial condition of the corporate assets. Such special assessments shall not exceed the amount of the annual dues proscribed for the fiscal year during which the special assessment is enacted. Special assessments must be enacted by a two-thirds majority vote of the Board and shall be applicable to all members of the Corporation at the time of the Board's decision to call for a special assessment. Any member not having fully complied with the provisions of Section 9 of Article III prior to the Board voting to authorize a special assessment shall be considered responsible for the payment of the full amount of any assessment adopted. Membership fee(s)shall be retained until such time as payment of any special assessment is made and sufficient assets are available to refund said original membership fee(s)consistent with the provisions of Section 12 of Article III. Section 2. The Corporation is not authorized to contract for any obligation in excess of its unobligated assets. Any obligation of the Corporation's assets shall require the prior approval of the Board. Section 3. Tangible property of the Corporation may be transferred only after two-thirds of the Directors have approved such transfer and, in the case of real property, after a majority of the voting members at a meeting especially called for said purpose also have approved such transfer; except that the Board, by two-thirds vote, shall have authority to grant easements or rights of way across the property of the Corporation if such action shall not impair the effective use of corporate property. Section 4. The funds of the Corporation shall be deposited only in National banks, State banks, Federal Savings and Associations, or trust companies operating in accordance with the laws of the Commonwealth of Virginia and only in an institution the deposits of which are insured by the Federal Deposit Insurance Corporation or the federal Savings and Loan Insurance Corporation. Section 5. All funds of the Corporation shall be deposited in such qualified depository or depositories as the Board may from time to time by written resolution designate and shall be so deposited within a reasonable time after their receipt. Section 6. All disbursements of funds of the Corporation shall be made by checks signed by the Treasurer and any one of the following officers: President, Vice-President or Secretary. If the necessity for immediate payment of an obligation should arise during the temporary absence of the Treasurer, the President or the Vice-President may be authorized to sign the check for such disbursement. Section 7. The Board shall secure the faithful performance of the Treasurer by means of an adequate fidelity bond. Section 8. The Board shall obtain insurance of such types and in such amounts as determined to be proper to cover loss or damage to the physical property of the Corporation, and to protect the Corporation against liability claims. Section 9. Other than as directed in Section 4 of Article X, the funds of the Corporation may be invested only in obligations of the United States Government. They shall not be loaned to or invested with any member of the Corporation or to or with any person, agency, or government instrumentality. Section 10. The accounts of the Corporation shall be audited annually by a method to be specified by the Board. The report of this audit is to be presented at the annual meeting of the members. The auditor shall not be either a Director or an Officer of the Corporation. Section 11. The fiscal year of the Corporation shall be from October 1 of one year to September 30 of the following year. Final accounting entries shall be made as soon as possible after the close of the fiscal year so that the accounts may be audited in October and operating statements prepared prior to the annual meeting of the Corporation's membership in December. Section 12. To the extent that the Corporation's finances allow, a deferred maintenance fund shall be established and augmented annually in amounts sufficient to permit timely and orderly replacement of the facilities of the Corporation. Amendments to these By-Laws may be adopted by the affirmative vote of two-thirds of the Directors present at a duly-held meeting of the Board. Such amendments shall be effective until rejected by a majority vote of the voting members present in person or by proxy in writing at a duly-held meeting. Members shall be notified of such amendments within sixty (60) days after adoption by the Board and such amendments thereafter shall be effective until rejected by a majority vote of the voting members present in person or by proxy in writing at a duly held meeting. Section 1. All powers, authority, duties and functions of the members, Directors, Officers and employees of the Corporation shall be exercised in strict conformity with applicable provisions of law and regulations, and of the Articles of Incorporation and these By-Laws of the Corporation. Section 2. The Board of Directors is specifically granted the power and authority to enact regulations, rules and procedures for the purpose of facilitating the operation of the Corporation and its facilities and the safety of its members and their children and guests. I hereby certify that the foregoing By-Laws of the Rolling Hills Swim Club, Inc., were amended by the Board of Directors of the Corporation at a meeting of the Board on March 2, 2016 and will be presented for approval by the Membership of the Corporation at the next Annual Membership Meeting to be held in January, 2017. /S/________________________
Sandy Tomlingson
Secretary
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