Article II: Purpose

The purpose for which the Club is formed is to furnish swimming facilities and additional appropriate recreational facilities for members of the Club and their families. Such facilities are to be operated exclusively for pleasure, recreation, and other non-profitable purposes.

Article III: Membership

Section I: Membership
It is the stated policy of the Club that the granting of memberships, recruitment, and hiring practices will be conducted without regard to race, color, religion, age, gender, national origin, disability or veteran status.

Section II: Maximum Number of Members

The total number of general memberships in the Club shall be limited to a maximum of 400.

Section III: Application for Membership

    a. Application for membership shall be made in writing to the Board of Directors on designated forms. Each application is subject to approval by the Board of Directors or a committee thereof authorized to approve applications pursuant to such procedure as the Board shall establish.

    b. After the maximum authorized number of memberships has been issued, applications for membership will be placed in a file, in priority of receipt, to be maintained by the Board of Directors. This shall be used in considering applicants in the event that the Club redeems outstanding memberships or in the event that an increase in the total number of available memberships is authorized by amendments to these By-Laws.

Section IV: Membership Purchase: Fees

Fees to be charged for purchasing a club owned 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. These fees may include, but are not necessarily limited to a processing fee, a non-refundable initiation fee, annual dues, and assessments.

Section V: Issuance of Membership:

A membership shall be issued in the name of one or more adult members of a family. This membership shall entitle all persons in the family unite to use the Club's facilities as long as such membership shall remain in good standing. A family unit is defined as all persons of the same immediate family who permanently reside in the same residence. The Board of Directors may, upon written request of any member, and proper proof of permanent residence, determine whether a particular person outside of the definition is to be considered within the family unit.

Section VI: Membership in Good Standing

A membership shall be considered in good standing so long as all fees and dues are paid in the manner prescribed herein and so long as the persons entitled to use the Club's facilities under such membership comply with the established rules and regulations of the Club. Only members in good standing will be entitled to use the Club's facilities, and have the ability to exercise the rights of membership described herein.

Section VII: Sale and Transfer of Memberships

    a. Memberships owned by the Club will be offered for sale to new applicants for membership. The sale of Club-owned memberships to the new general member will have the highest priority of any membership transaction overseen by the Board of Directors.

    b. Memberships owned by a members shall be eligible for private transfer to another individual. Only memberships in good standing shall be eligible for transfer. The Club is not required to make referrals or maintain any information regarding memberships available for transfer by individual members. Steps to affect the transfer are listed but not limited to items in (c) below, and may from time to time be revised as needed by the Board of Directors.

    c. The following items must be submitted to affect the transfer of an individual membership:

        1. A request for transfer in writing to the Board of Directors.

        2. A completed application by the potential new member.

        3. The transfer free.

    d. After all the conditions listed in (c) above have been met, transfer of membership shall be subject to approval of the Board of Directors under Section 3(a). The transfer shall not be considered legal and binding without notification of completion and approval from the Board of Directors.

    e. The Board of Directors may adjust the transfer free, which is paid to the Club, from time to time.

Section VIII: Special Considerations

Members experiencing difficulty in maintaining the current year's membership shall submit a special consideration form to the Membership Chairperson, who will review it for consideration and disposition. That particular member will not be permitted to use the pool or exercise membership privileges until such payment is made in full.

Section IX: Expulsion and Suspension

    a. Membership privileges of a member or any individual who does not comply with the rules and regulations promulgated by and under authority of the Board of Directors shall be subject to the penalties (suspension or expulsion) set forth in the rules and regulations. Membership privileges may be suspended for due cause and after having been granted a hearing before the Board. Expulsion of a member or permanent denial of an individual's privileges shall be based on a violation of these By-Laws, of the rules and regulations of the Club or conduct detrimental to its' members.

    b. 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 subscribed by the Board of Directors. Failure to pay annual dues within thirty (30) days after they are due shall be grounds for the Board to consider expulsion of the member. The membership will be forfeited to the Club.

    c. Prior to the Annual Meeting of the Club, the delinquent members shall be notified in writing. At that time, their membership number shall be released as an open number for resale.

    d. A member may be expelled by a majority of the Board of Directors when, in its discretion, the best interests of the membership will be served.

    e. A member once expelled by the Board of Directors may be reinstated by a majority of votes by the Board of Directors.

Section X: Guests

Guests of members shall be admitted to use facilities of the Club pursuant to the By-Laws and 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 Rules.

Article IV: Meeting of Members

Section I: Annual Meeting

An annual meeting of the members of the Club shall be held each year within Prince William County, Virginia and at such time as the Board of Directors shall designate.

Section II: Special Meeting

A Special Meeting may be called at any time by the President or by the Board of Directors. The Board shall call this meeting within thirty (30) days of receipt of a written request of not fewer than 50 voting members of the Club.

Section III: Notice

Written notice stating the place, day and hour of a Special Meeting of the members shall be delivered by the Secretary, either personally or by mail, to each member entitled to vote at such a meeting, not less than 14 days or more than 50 days before the date of the meeting. If mailed, 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 paid. The notice, as 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.

Section IV: Quorum

At any meeting of the members, those members entitled to vote, and represented in person or by written proxy, shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at the meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by the statutes of the Commonwealth of Virginia, the Articles of Incorporation, or these By-Laws.

Section V: Voting

Each membership in good standing of the Club shall be entitled to vote at any annual or special meeting. A vote may be cast in person by an adult member in whose name the membership is issued or by written proxy, forward and held by the Board. Only one vote may be cast for each family membership. Robert's Rules of Order, revised, shall govern all proceedings of the Corporation, except where provided otherwise in the By-Laws.

Article V: Directors

Section I: Number

The Board of Directors consists of eight (8) members who are selected and serve as prescribed in the Article of Incorporation, Corporation Law of Virginia, and these By-Laws.

Section II: Duties

The duties of the Directors shall be to control and manage the business of the Club. No capital improvement project estimated to cost $50,000 or more shall be finally authorized by the Board until after approval by a majority vote of the Club members present or represented by proxy at a duly held meeting of the membership. Said meeting in compliance with Article IV, Section 3 above. Exception to the $50,000 limit may be made in the case of an emergency closing situation wherein the repairs may result in capital improvements that will exceed $50,000.

Section III: How Elected & Term of Office

The Board of Directors shall be selected by the members of the Annual Meeting of the Membership. Each Board member shall serve for a term of three (3) years. To provide continuity on the Board of Directors, the terms of the Board of Directors shall be staggered so that the terms of three members will terminate each year for two years and the third year the terms of two members of the Board will terminate.

        a. On or before July 1st of each year a nominating committee will be appointed from among those members who hold no office or position in the Club. The president shall appoint a Chairperson, who will then appoint at least two additional members of the committee.

        b. The nominating committee will invite the submission of names of members, including incumbent Directors, who desire to serve as a Director. From those and such other members as they deem appropriate, the nominating committee shall select a slate of candidates to fill the positions of board members whose terms of office will expire and such other candidates as may be required to fill the remaining portion of the terms of board members who have vacated their positions prior to the conclusion of their terms. Following the report of the nominating committee, an opportunity shall be given for nominations from the floor.

        c. Only members in good standing and those who have consented to serve, if elected, shall be eligible for nomination, either by the committee or from the floor. Consent to serve must be verified at the Annual Meeting, either in writing to the Board of Directors or in person.

        d. At all elections, by ballot, the Chairperson of such meeting immediately prior to the commencement of balloting appoint a committee of three who shall act as "Inspectors of Election" and who shall at the conclusion of such balloting certify in writing to the Chairperson the result and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No inspector of election shall be a candidate for office.

Section IV: Vacancies

A vacancy occurring on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining Directors. Any director so elected shall serve until the next Annual Meeting at which time the members will select a Director to fill the remaining portion of the term of office.

Section V: Removal

    a. Any Director of the Club may be removed from office by the affirmative vote of 2/3 of the members present or represented by a proxy, at a Regular or Special Meeting of the Membership, but only after the opportunity has been given to him/her to be heard.

    b. If a Director fails to attend three consecutive meetings of the Board of Directors or otherwise fails to perform the duties devolving upon him/her as Director, his/her office may be declared vacant by a majority vote of the Board and the vacancy filled as herein provided. 

Article VI: Officers

Section I: Officers Elected

The officers of the Club shall be a President, Vice President, Secretary, Treasurer and such others as shall be determined by the Board of Directors. 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 year or until their successors are elected. All of whom shall be elected at the first meeting of the Board of Directors from among their own numbers.

Section II: Limitation

No Director shall have more than one vote, regardless of duties performed. 

Section III: President

The President shall:
    a. Preside at all meetings of the members and at all meetings of the Board of Directors

    b. Act as a principal executive Officer for the Club in connection with all business authorized by the Board of Directors, and together with the Secretary, sign all official business contracts, agreements, authorizations and applications pertaining to the business of the Club.

    c. Sign checks, as provided in Article X, for disbursements of funds of the Club.   

    d. Make recommendations and submit to the Board of Directors an annual budget.

    e. Develop and maintain a two (2) and five (5) year business plan.

Section IV: Vice President

 The Vice President shall:

    a. Have and exercise all the powers, authority and duties of the President during the absence or disability of the President.

    b. Have such powers and perform such duties as may be delegated to him/her by the President.

    c. Publish the newsletter

    d. Sign checks, as provided in Article X, for disbursement of the funds of the Club.

    e. Prepare the rules for use of the Club facilities by the members, investigate complaints, inquire into allegations of misconduct by the members, and submit recommendations to the Board of Directors.

Section V: Secretary

The Secretary shall:

    a. Prepare and maintain full records of meetings of the Board of Directors and of meetings of members including complete returns of all elections held at such meetings.

    b. Together with the President, sign all official club contracts, agreements, authorizations, and applications pertaining to the Club's business and shall cause to be affixed thereto the corporate seal. The seal shall remain in his/her custody.

    c. Maintain a correspondence file of the Club.

    d. Sign checks, as provided in Article X, for disbursement of funds of the Club.

Section VI: Treasurer

The Treasurer shall:

    a. Have custody of all the funds and financial records of the Club, subject to such limitations and control as may be imposed by the Board of Directors.

    b. Sign checks as provided in Article X, for disbursement of the funds of the Club.   

    c. Collect revenues payable to the Club.

    d. Provide and maintain full and complete records of all assets to include all property with value over one hundred (100) dollars and financial liabilities of the Club.

    e. Prepare and submit to the Board of Directors financial statements, as the Board of Directors shall designate.

    f. Prepare such financial reports and tax returns as are required by law and maintain financial records for seven (7) years.

    g. Prepare and submit the annual budget in conjunction with the President of the Board of Directors.

Section VII: Other duties

In addition to the specific enumerated duties of officers as prescribed herein, any officer shall perform such other duties as customarily relates to his office as he/she may be directed to perform by resolution of the Board of Directors.

Section VIII: Temporary, Assistant, or Additional Officers

When any officer is absent, disqualified or otherwise unable to perform the duties of his/her office, the Board of Directors may designate another member of the Board to act temporarily in his/her place. The Board of Directors shall designate by resolution the duties of any additional officers or assistant officers appointed by it.

Section IX: Removal from Office

    a. Any officer of the Club may be removed from office by the affirmative vote of two-thirds (2/3) of the members present or represented by a proxy at a Regular or Special Meeting of the Membership, but only after the opportunity has been given to him/her to be heard.

    b. If an Officer fails to attend three (3) consecutive meetings of the Board or otherwise fails to perform the duties devolving upon him/her as an Officer, his/her office may be declared vacant by a majority vote of the Board and the vacancy filled as herein provided.

Section X: Compensation

All officers of the Club shall serve without compensation.

Section XI: Liability of Board Members

An appropriate and sufficient liability policy protecting members of the Board from legal action, associated with their duties of for the Club, will be maintained by the Club, or alternatively, the Club will indemnify Directors and Officers for all legal expenses and liability judgments or settlements in connection with any legal actions brought against the deductible clause and a liability damage decree is issued against any or all Board members, the Club will defray costs associated with said clause and legal costs therein incurred.

Article VII: Meetings and Duties of Directors

Section I. Meetings

The Board of Directors shall hold a regular meeting at least once a month. The President may call special meetings of the Board at any time. A special meeting shall also be called at the request of any five (5) Directors. All meetings shall be held at the Lake Ridge Community Swim Club during the swim season and at a public meeting place in Prince William County in the off-season. All regular meetings are open to any member in good standing and special meetings at the discretion of the Board of Directors. Non-Board members attending meetings shall be observers only but may be called upon to speak at the request of any Board Member. The Chairperson of the meeting may call for an Executive Session at any meeting, at which time any non-Board member present may be asked to leave. The President shall promulgate the time and place of both the regular and special meetings. In the absence of the President, Vice President and Secretary from any meeting, the President may appoint a Director to act as Chairperson.

Section II: Quorum

For any meeting of the Board of Directors, five 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 III: Notice

Notice of each meeting of Directors during the summer swim season shall be posted at the Lake Ridge Community Swim Club at least seven days prior to the meeting.

Section IV: 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 extend 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 purchase fees, guest fees, annual dues, late fees, and special or regular assessments.

    c. Establishing, publishing and enforcing the rules for the use of the facilities of the Club, not later than four weeks prior to the opening of the pool. Safety concerns can invoke changes at any time.

    d. Accepting or rejecting applicants proposed for membership.

    e. Employing the services of the 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 person handling or having custody of the Club's funds.

    g. Electing directors to fill vacancies as herein provided.

    h. Preparing and submitting to each Annual Meeting of the Members a financial report of the affairs of the Club.

    i. Providing for competent audit or review of the Club's books and records annually.

    j. Selecting depositories and investments for funds of the Club, subject to the limitations herein provided.

    k. Adopting or amending By-Laws of the Club to the extent authorized in the Articles of Incorporation and as hereinafter provided.

    l. Establishing membership limitations of the Club.

    m. Periodically publishing a newsletter for information of the general membership. A minimum of two (2) issues will be published annually, with one issue published in the spring prior to opening the pool. Establish and maintain a web site with approved information.

Section V: Limitations

The Board of Directors shall have no authority to sell, rent, lease, or grant easements other than those to secure utility service, or otherwise dispose of or encumber the real property of the Club; further, the Board of Directors may not mortgage the real property for the purpose of raising funds for construction, or expansion without a majority vote of the members of raising funds for construction, or expansion without a majority vote of the members present or represented by a proxy, 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, if necessary, mortgage the real property for the purpose of maintaining the existing facilities.

Article VIII: Committees

Section I: Standing Committees

The following are the Standing Committees of the Club. In addition to their special duties, it shall be the duty of each committee to consider, recommend, and report to the Club concerning all matters under their jurisdiction and to cooperate with all other committees to ensure efficiency. The President shall appoint a Chairperson for each committee. Further, the President shall be an ex-officio member of all committees except the Nominating Committee.

    a. Operations Committee: This committee shall be responsible for the normal operation of the Club facilities, and for supervision of functions performed by individuals and/or corporations hired by the Club to operate the pool facilities.

    b. Maintenance Committee: This committee shall be responsible for the maintenance of the Club facilities. It shall submit recommendations to the President for approval by the Board of Directors. It shall make an annual report to the Board of Directors on the condition of facilities after the pool closing and prior to the Annual Meeting.

    c. Activities Committee: This committee shall be responsible for developing plans or arrangements for special activities or social affairs and submitting its recommendations to the President for approval by the Board of Directors.

    d. Membership/Marketing and Advertising Committee: This committee shall receive applications for membership, investigate eligibility and other conditions prejudicial to other members and submit its recommendations to the President. It shall have the responsibility of developing and implementing a marketing and advertising campaign to ensure the sale of all Club owned memberships.

Section II: Other Committees

Other committees with limited authority may be designated by a resolution adopted by a majority of the Directors present at a meeting of which a quorum is present.

Article IX: Annual Dues

Section I: Establishment

The Board of Directors shall, not later than February 1st each year, establish and communicate to the membership a schedule of annual dues, dedicated special assessments, late fees, and/or associated fees.

Section II: Payment

Annual dues shall be due and payable pursuant to such schedules as shall be established by the Board of Directors.

Section III: Penalties

Penalties for late payment or non-payment of annual dues shall be imposed by the Board of Directors.

Article X: Finances

Section I: 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 II: Approval of Expenditures

Any expenditure or obligation, other than from the petty cash fund, shall require approval from 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 III: Disbursements

All disbursements of the funds of the Club shall be made by check and signed by the Treasurer, and countersigned by the President, Vice President or Secretary.

Section IV: Bonding

If required, the Board of Directors shall secure the faithful performance of the Treasurer, and/or the Assistant Treasurer, and other Board members having custody of the funds, by means of an adequate fidelity bond, the premiums for which shall be paid from the funds of the Club.

Section V: 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 the Federal Deposit Insurance Corporation or Federal Savings and Loan Insurance Corporation. No funds of the Club shall be invested in any other manner or lent to any person whomsoever.

Section VI: Audit/Review

The accounts of the Club shall be audited or reviewed annually by a competent independent auditor. The auditor or reviewer of the Treasurer's books shall not be a member of the Club.

Article XI: By-Laws

Section I: Effective Date

These By-Laws shall become effectively immediately upon approval by the Board of Directors and shall remain in effect until amended or repealed in the manner hereinafter provided.

Section II: Amendment

These By-Laws may be amended as follows:

    a. Proposed amendments may be originated by the Board of Directors or by petition signed by not less than ten members.

    b. All proposed amendments originating by petition must by submitted to the Board of Directors in writing. Any such petition not favorably considered by the Board may be brought before the membership at the next succeeding Annual Meeting by a petition signed by not less than twenty (20) members. A special meeting, to consider a proposed amendment, may be called by the Board of Directors as prescribed in Article IV, Section II. A special meeting will be called by a petition of fifty (50) or more members. An amendment may be effective by a two-thirds (2/3) majority vote of those members present or represented by proxy.

    c. An amendment to the By-Laws shall be effected by an affirmative vote of the majority of the Board of Directors present.

Section III: Copies

Copies of these By-Laws shall be made available to all members upon request.

Article XII: Seal

Section I: Corporate 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."

Approved by the Board of Directors on May 2, 2001.
Amended, November 2007.

JoAnn McMullen, President

Glenda Barnett, Secretary