POOL BOARD:  Bylaws
Arlington Forest Club, Inc. Bylaws as amended to November 6, 2005
The name of the Corporation shall be Arlington Forest Club, Inc.
The purpose for which this Corporation is formed is to promote the health and general welfare of its members; and in pursuance thereof to construct, own, and operate a swimming pool and other recreational facilities, together with such incidental objects as are appropriate in the conduct of its activities, in the County of Arlington and the State of Virginia, for the exclusive use of its members. The Arlington Forest Club is open to all people regardless of race, color, religion, sex, age, national origin, handicap or political affiliation.
The Corporation shall be managed by the Board of Directors, sixteen in number, including the Officers, who shall be Directors. The Officers shall be elected for one year. Directorships, other than Officer Directorships, shall be for a two-year term. Six of the Directorships will be designated even-year Directorships, and six will be designated odd-year Directorships. No less than six Directors will be elected each year. The Directors and Officers shall be elected from the active membership. In addition, the Immediate Past President, the General Manager, the Membership Manager, and the Snack Bar Manager shall serve as an ex officio members of the Board of Directors. Reappointment of the Snack Bar Manager, the Membership Manager and the General Manager will not be limited in duration but must be approved annually by a majority vote of the Board of Directors at the November Board meeting.
The Directors shall be elected by a majority of the members present at the fall meeting of the members. In voting for the Directors, each active membership may cast one vote for each seat to be filled. The Directors so elected shall assume office at the close of the meeting at which they are elected.
If a Director fails to attend regular meetings of the Board of Directors for three consecutive meetings or fails to perform any of the duties assigned to him as a Director, his office may be declared vacant by the Board of Directors, and the vacancy filled as herein provided.
When a vacancy occurs on the Board of Directors, such vacancy may be filled by the remaining Directors. The Director thus selected shall fill the unexpired term.
Limitations on Service: If duly elected or reelected, a member may serve as an officer or director, in any combination for a maximum of four consecutive years. The member may serve again after a one year waiting period. Nominating Committees may nominate candidates in violation of four consecutive year limitation, as long as each nomination in violation is approved by a majority vote of the Board of Directors, and members' ballots include a statement to that effect, showing how many consecutive years the nominee has served.
The Officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary, all of whom shall be elected and assume office as provided in Article III, Section 2.
The President shall preside over all meetings of the Directors and members. He shall perform such other duties as customarily pertain to the office of President, or as he may be directed to perform by resolution of the Board of Directors.
The Vice President shall have and exercise all the powers, authorities and duties of the President during the absence of the latter, or in his inability to act. In addition he shall perform such duties as may be assigned to him by the Board of Directors.
The Treasurer shall have custody of all funds, securities, fiscal papers, and other intangible assets of the Corporation. He shall collect the revenues of the Corporation and pay its bills as authorized by the Board of Directors. He shall provide and maintain full and complete records of all the assets and liabilities of the Corporation. He will prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the Corporation as of the last day of the preceding month. He shall prepare such tax reports as local, state, and federal agencies may require.
The Secretary shall maintain accurate lists of Directors and Officers. S/He shall also keep minutes of members' and directors' meetings and shall give required notices of all meetings. S/He shall have custody of all books, records, and papers, except those in the custody of the Treasurer and the Membership Manager. Additionally s/he is responsible for the coordination, publication and distribution of the club Newsletter and activity calendar as well as the preparation and timely distribution of minutes and agendas.
(a) Officers and Directors shall receive not more than 20 complimentary guest passes per season and may be reimbursed for reasonable out-of-pocket expenses made on behalf of the Club; and except for the Treasurer, General Manager, Membership Manager and Snack Bar Manager, shall not otherwise be compensated.
(b) The Membership Manager shall be compensated at a rate to be determined by the Board of Directors, with payment quarterly upon completion of services.
(c) The Treasurer, and/or a certified public accountant nominated by the Treasurer and approved by the Board of Directors, shall be compensated at a rate to be determined by the Board of Directors, payable quarterly upon completion of the accounting and bookkeeping functions specified in Section 4 above.
(d) The Snack Bar Manager shall be compensated at a rate to be determined by the Board of Directors, with payment monthly from May through September.
The Board of Directors in accordance with Article III, Sections 3 and 4 shall fill vacancies among the Officers.
The Snack Bar Manager shall serve as an ex officio member of the Board of Directors. The Snack Bar Manager shall annually prepare the snack bar budget for the Board of Directors. In cooperation with the Management Company, the Manager shall hire such snack bar employees as are needed. S/He shall collect and deposit snack bar revenues daily, and shall coordinate with the Treasurer to meet all snack bar financial obligations. S/He shall serve as the coordinator of paper good/supply purchasing for events sponsored by teams and/or special events during the pool season. The Snack Bar Manager shall prepare a financial report to the Board of Directors at the close of each season.
The General Manager shall serve as an ex officio member of the Board of Directors. The General Manager is responsible for the Club's physical facility. S/he arranges for the pool Management Company with approval of the Board of Directors, and provides day-to-day direction to that company. S/he is responsible for facility maintenance, repairs, and security, for obtaining operating supplies and utilities. S/he is responsible for contracting for improvements to the facility as authorized by the Board of Directors. The General Manager shall be compensated at a rate to be determined by the Board of Directors, payable quarterly.
The Immediate Past President shall serve as an ex officio member of the Board of Directors. The Immediate Past President shall provide guidance to the President and perform such duties as may be assigned to him/her by the President.
The Membership Manager shall serve as an ex officio member of the board of Directors. The Membership Manager shall maintain accurate lists of members. S/he is responsible for maintaining all membership records and creation of all lists, stickers and files required to administer club admission. S/he is responsible for preparation and submission of the annual membership dues bill and is responsible for the collection of all dues and fees to include late fees, tennis key fees, membership rental fees, and any other fees authorized from time to time by the Board of Directors. S/he is additionally responsible for the maintenance of the club membership wait list and the sale, transfer and rental of club memberships in accordance with Article VI and collection of all associated monies. Additionally the Membership Manager is responsible for the sale of guest passes and will collect and record all funds associated with their sale. Upon non-payment of membership financial commitments s/he is responsible for forfeiture of such memberships after adequate notification as described within these By-Laws.
The Board of Directors shall appoint such standing and special committees as may be deemed necessary.
All committees shall be under the supervision of the President, subject to the authority delegated by the Board of Directors.
Eligibility to become a member of this Club is limited to individuals who reside in a single residence who have made written application, and who have been approved as per Article VI, sections 1 through 8, by the Board of Directors. It shall also include in the membership any unmarried dependents living at the same address as the named member(s), and the parent or parents of either named member(s) living at the same address. For the purpose of this section, "single residence" includes a single family dwelling, detached or semi-detached, a townhouse, a cooperative, a condominium or an apartment. Priority shall be given to applications from residents of Arlington Forest Community, Barcroft, Glen Carlyn, Bon Air, and other area within the area circumscribed in a clockwise manner by the following boundaries: North Tazewell Street, North Carlyn Springs Road, North Park Drive, George Mason Drive, Columbia Pike, north on the Arlington-Fairfax line to Wilson Boulevard and then east on Wilson Boulevard to the former Old Dominion track right of way; then north on Patrick Henry to Washington Boulevard; east on Washington Boulevard to Glebe Road; then south on Glebe Road to Wilson Boulevard and North Tazewell Street. Ceasing to reside in a single residence or moving from the area does not cause a member to become ineligible to retain membership.
The total number of members in this organization shall be limited to 675 memberships. Such memberships shall cover only those individuals residing within the residence of record.
Each application for subsequent membership must be made in writing, must be endorsed by a member, must be accompanied by an application fee in such amount as the Board of Directors shall determine, and must be presented to the Membership Manager of the organization for action as herein provided.
An applicant shall not be admitted to membership except by the affirmative vote of a majority of the Directors.
Memberships shall be transferable, provided that such dues and assessments on such memberships have been paid to the date of transfer, and that the proposed transferee meets all requirements of membership set forth herein above and is acceptable to the Board of Directors. Proposed transferee must be endorsed by a member other than transferor. Rejection of such transfer by the Board of Directors will necessitate the purchase of said membership by the organization at the current sale price or the book value of the membership, whichever is lower.
Before issuing new memberships, the Board shall give priority to memberships offered for transfer at the current sale price.
The privileges of membership, except voting rights, may be temporarily transferred; such transfer to be for the period of time which the swimming pool is open for use by its members; provided that all dues and assessments are current, and such transferee meets all the requirements and is acceptable to the Board of Directors; and provided further that the member may not exercise any privileges of membership except voting during the period rental is in effect. All memberships must be rented through the Club Membership Manager.
(a) A fee shall be charged for the privilege of renting, above the payment of the annual dues set by the Board of Directors.
(b) The member shall be responsible for the annual dues and any assessments if no renter is obtained and/or approved.
Members leaving the area who move out of their primary residence, for a period of nine months or more, for the purposes of living in or working in an area outside Northern Virginia, may temporarily transfer their membership to a tenant residing in their primary residence. If a tenant is not available, or does not wish to rent the membership, then the Membership Manager shall attempt to rent the membership from applicants, in order received, on the waiting list. If a tenant moves during the transfer period, the privilege to use the facilities shall revert to the member unless he authorizes, and the Board of Directors approves, continued use of the facilities by the tenant's successor in the house for the remainder of the transfer period. Members renting their membership under this section for more than one year must renew their rental request annually with the Membership Manager, in writing.
Members who continue to reside in their primary residence, but who wish to rent their membership for a particular year, may make a written request to the Board of Directors to do so for that year, but for that year only. Rental under this section is allowed only once during the life of the membership. If special circumstances exist, members may appeal to the Board in writing for consideration.
The Seller of a membership shall pay to the Corporation a transfer fee in such amount as the Board of Directors shall determine at the time said membership is offered for sale.
Section 11 - Certificate of Membership
Certificates of membership shall be in a form adopted by the Board of Directors and shall be signed by the President or vice-president and the Secretary. All certificates shall be consecutively numbered and shall bear the name and address of the family holding the membership presented thereby. The Certificate of membership shall entitle the holders of such membership, consisting of all the members of one family residing at the same address, to the use of the swimming pool and associated facilities; provided that dues and assessments on such membership have been paid until membership is suspended, terminated, or transferred as provided herein.
Section 12 - Voting Power and Property Rights
The voting power and property rights and interest of all members shall be equal. Each membership (family) shall be entitled to one vote on any and all questions coming before the members. Votes of the membership may occur at properly advertised membership meetings, by mail, or by electronic communications, at the discretion of the board of directors. Voting by proxy is prohibited.
Section 13 - Payment of Operating Fees
Operating fees for the use or non-use of the organization's swimming pool and other facilities shall be determined by the Board of Directors and announced to the membership via mail not less than 30 days prior to the deadline for the payment. Any member in default in payment of operating fees shall be ipso facto suspended from all privileges of membership. The Membership Manager shall promptly send notice by certified mail to the address of record of each member who is so suspended; it is the responsibility of the member to notify the Membership Manager of temporary and permanent changes of address. If the default is not cured in within a period of sixty days of such notice, the membership of such member shall automatically cease and terminate. When membership has been so terminated, a new membership shall be issued at the current sale price in its stead, and the party whose membership has been terminated shall be entitled to the proceeds from such issuance after a deduction of both a forfeit penalty in an amount set by the Board of Directors and operating fees in default at termination of membership.
Section 14 - Expulsion of Members
Any member may be expelled as a member of this organization for acts and conduct prejudicial to the best interests of the organization and its members. Any member may be removed from membership by a majority vote of members present at any annual meeting or at any special meeting called for the purpose for conduct deemed prejudicial to this Club; provided, that such member shall have first been served with written notice of the accusations against him and shall have been given an opportunity to produce witnesses, if any, and to be heard at the meeting at which such vote is taken. When so removed from membership, the former member's certificate shall be canceled. When a membership is so canceled, a new membership shall be issued at the fair value in its stead; and the party whose membership has been so canceled shall be entitled to the proceeds from such issuance after a deduction of an amount as set by the Board of Directors. The determination of the members with respect to expulsion hereunder shall be final.
Section 15 - Repurchase, Retirement, or Release of Memberships
Board of Directors shall have the authority on behalf of the Club to purchase, receive, or otherwise acquire memberships; and to resell memberships thereby obtained. Memberships shall not be purchased for more than fair value or sold for less than fair value.
Section 16 - Temporary Memberships
See Article IX - Section 4 (m).
Section 17 - Right of Survivorship
The duly appointed or authorized personal representative of the estate of a deceased member may apply to the Club Membership Manager to reissue the membership in the name of the surviving spouse or other heir of the deceased member.
(a) The Board of Directors, prior to May 1st of each year, shall establish operating fees for the ensuing season. A detailed operating, maintenance and improvement budget shall be submitted to the membership at the time of the call for the Spring meeting.
(b) Except as provided herein, there shall be no assessments levied against the members.
(c) No fees or part thereof shall be refunded in the event that pool operations or other facilities are required to be suspended for any purpose.
(d) All operating fees for use of the Club's facilities shall be due and payable within a time fixed by the Board of Directors but not later than May 15 of each year.
The Fall meeting of the members shall be held in October or November of each year at such time and place within the membership area as the Board of Directors shall designate. In addition, there shall be a Spring meeting during March or April.
A special meeting of the members may be called by the President and shall be called by him on the written request of not fewer than twenty-five members or by affirmative majority of the Board of Directors.
At least ten and not more than fifty days before the date of any annual or special meeting of the members, the Secretary shall cause written notice thereof to be delivered or mailed to each member at the address appearing for such member on the records of the Corporation. If the business to be transacted at any such meetings includes action on amendment of Articles of Incorporation or plan or merger or consolidation or liquidation, such notice shall be provided not less than twenty-five or more than fifty days prior to the meeting. The notice shall in the case of a special meeting, specify the business to be transacted; and, in by-laws, shall include a copy of the proposed change.
At any membership meeting, nineteen memberships shall constitute a quorum.
Five days prior to any membership meeting, the membership list of the corporation shall be closed, and the list of members eligible to vote shall be made up.
So far as it applies, the following order of business shall be observed at all membership meetings;
(a) Roll call of Officers and Directors
(b) Reading, correction, and approval of minutes of previous meeting.
(c) Reports of Officers
(d) Reports of Committees
(e) Election of Officers and Directors
(f) Old Business
(g) New Business
Unless otherwise provided, Robert's Rules of Order shall be followed.
Regular meetings of the Board shall be held monthly during June, July, August, and September, and at least bimonthly during the remainder of the year. Special meetings may be called by the President, or any two Directors, by giving three days written notice to each Director. A majority of the Directors shall constitute a quorum.
A special meeting shall also be called upon the written request of any twenty-five members, at which meeting several representatives of said members may attend to present any problems and propose solutions for consideration by the Board.
Meetings shall be held at reasonable times and places within the membership area as defined herein.
The duties of the Directors shall be to control and manage the business of the Club. Their authority shall extend to, but not be limited to, such actions as:
(a) Publishing and enforcing reasonable house rules for the use of the Club facilities.
(b) Establishing annual operating fees, including non-use fees.
(c) Adopting reasonable rules concerning the admission of guests and the charges, if any, to be levied upon members who invite such guests.
(d) Accepting or rejecting proposed members by secret ballot.
(e) Determining the opening and closing dates and the hours within which the Club's facilities may be used.
(f) Hiring and terminating the services of any persons or agencies employed by the Club.
(g) Establishing a fair value of memberships, such value to be used only for the purposes specified herein.
(h) Preparing and submitting to the members a financial report not later than five days prior to the annual meeting.
(i) Authorizing the incurring of obligations and payment of such obligations, including for repairs, maintenance, and capital improvements. No capital improvement may be authorized to the extent that is exceeds $7,500, without the prior authorization of a membership meeting; however, payment of obligations incurred for the purpose of repairs and maintenance may be authorized without regard to the above limitations.
(j) Naming an Audit Committee or otherwise providing for competent audit of the Club's books and records at least annually.
(k) Determining reasonable rates of depreciation and adopting a reasonable plan for replacement of depreciable assets.
(l) Electing officers to fill vacancies until the next annual meeting of members.
(m) Issuing temporary (one season) memberships under terms and conditions established by the Board.
The Corporation is not authorized to contract for any obligation in excess of its unobligated assets.
Tangible property of the Corporation other than real property may be transferred or pledged as security only after eight of the Directors shall have approved such transfer; and in the case of real property, after a majority of the members at a meeting specially called for said purpose have approved such transfer or pledge.
The funds of the Corporation shall be deposited only in financial institutions, the deposits of which are insured by the Federal Deposit Insurance Corporation.
All funds of the Corporation shall be deposited in such qualified depository as the Board of Directors may, from time to time, by written resolution designate, and shall be so deposited within a reasonable time after their receipt.
All disbursements of funds of the Corporation shall be made by checks signed by any two officers of the Club; provided, however, that the Board of Directors may, by resolution, provide for the establishment and replenishment of a petty cash fund.
The Board of Directors shall secure the faithful performance of the Treasurer and the Membership Manager by means of adequate fidelity bonds.
Other than as directed in Section 3 of Article X, the funds of the Corporation may be invested only in obligations of the United States Government. Funds of the Corporation may not be loaned to or invested with an Officer, Director, or member of the Corporation or to or with any other person, agency.
The accounts of the Corporation shall be audited annually by a method to be specified by the Board of Directors. The report of this audit is to be presented at the annual meeting of the members. The auditor shall be neither an Officer of the Corporation, nor a member of the Board of Directors.
The Board of Directors may propose an assessment of all members to generate revenue for maintenance, capital improvements, or the accrual of capital improvement funds. Assessments must be voted upon at a membership meeting and may be adopted by a majority of the memberships represented at the meeting. Approval by the members is not necessary if a financial plan includes the assessment and has been approved by the procedure described in Article XII.
All powers, authority, duties and functions of the members, Directors, Officers, and employees and agents of the Corporation shall be exercised in strict conformity with applicable provisions of law and regulations and of the Charter, Articles of Incorporation, and By-Laws of the Corporation.
Any Director or Officer of the Corporation may be removed from office by the affirmative vote of a majority of the members present at a special meeting called for the purpose, but only after an opportunity has been given said person to be heard.
When any Officer is absent or otherwise unable to perform the duties of the office, the Board of Directors may, by resolution, designate another member of the Board of Directors to act temporarily in his place.
Returns of elections and proceedings of all meetings of the Board of Directors and members shall be recorded in the minute books. The minutes of all meetings shall be signed by the President and Secretary or by those acting in their place.
Requirement for plan. The corporation shall maintain and enhance its capital facilities according to a long-range plan. This plan shall include a description of the facilities as an intended future configuration.
Facility changes. Any changes made to the Club facilities, including major maintenance or improvements, shall either maintain the current facilities or change them so as to bring the Club closer to the configuration of the plan.
Adoption of the plan and changes to the plan. The initial plan, and any substantive changes to it, including deleting or replacing the plan, shall be approved by a majority vote of the sum of the memberships voting at a meeting or voting by mail. Memberships not represented at the meeting shall be offered an opportunity to vote by mail, after receiving in ordinary mail, a copy of the plan, any proposed changes, and a ballot. Votes must be received by the secretary within 30 days of the meeting or of the mailing date of vote-by-mail solicitation, whichever is later.
Financial considerations for the implementation of an approved plan where the expenditure exceeds $50,000 shall be approved by a majority vote of the sum of the memberships voting at a meeting or voting by mail. Memberships not represented at the meeting shall be offered an opportunity to vote by mail, after receiving in ordinary mail, a description of the financial considerations to be approved, and a ballot. Votes must be received by the Membership Manager within 30 days of the meeting or of the mailing date of vote-by-mail solicitation, whichever is later.