Fox Mill Woods
By-Laws
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 therefor 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."
