Arlington Forest Club, Inc. Bylaws as amended to December 16, 2014.
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The name of the Corporation shall be Arlington Forest Club, Inc.
Article II: Purpose
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, sexual orientation, color, religion, sex, age, national origin, disability or political affiliation.
Article III: Government
Section 1: Board of Directors
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 a one year term. 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. The Directors and Officers shall be elected from active certificate holders. In addition, the Immediate Past President, the General Manager, the Membership Manager, and the Snack Bar Manager shall serve as ex officio voting members of the Board of Directors. Reappointment of the General Manager, the Membership Manager and the Snack Bar Manager will not be limited in duration but must be approved annually by a majority vote of the Board of Directors.
Section 2: Board Elections
The Directors shall be elected by a majority of the members present at the fall meeting of the members, or in an election appropriately announced by the Board of Directors. In voting for the Directors, each certificate 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.
Section 3: Board Limitations of 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.
Section 4: Board Meetings
Regular meetings of the Board shall be held monthly during April, May, June, July and September, and at least bi-monthly during the remainder of the year. Special meetings may be called by the President, or any two Directors, by giving three days notice, to each Director. Meetings shall be held at reasonable times and places, and a majority of the Directors shall constitute a quorum.
Section 5: Board Attendance
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 the Director, the Director's office may be declared vacant by the Board of Directors, and the vacancy filled as herein provided.
Section 6: Director/Officer Removal
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 for said person to be heard.
Section 7: Board Vacancies
When a vacancy occurs on the Board of Directors, such vacancy may be filled by the remaining Directors. The Director selected shall fill the unexpired term.
Section 8: Board Duties
The duties of the Board of 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, to be levied upon members who invite such guests.
(d) Accepting or rejecting proposed members.
(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 at the Fall Membership 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 $25,000, without the prior authorization of the membership; however, payment of obligations incurred for the purpose of repairs and maintenance may be authorized without regard to the above limitations.
(j) Naming a Financial Review Committee or otherwise providing for competent review of the Club's books and records 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 rental memberships under terms and conditions established by the Board of Directors.
Section 9: Designation of Duties
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 or her stead.
Section 10: Board Compensation
Officers and Directors shall receive guest passes authorizing not more than 20 guest visits during their year of service 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.
The Treasurer, General Manager, Membership Manager, and Snack Bar Manager shall be compensated at a rate, and on terms, determined by the Board of Directors.
An assistant for the Treasurer, General Manager, Membership Manager and/or Snack Bar Manager may be appointed, if needed, by the Board of Directors and compensated at a rate and terms determined by the Board of Directors
Article IV: Officer Positions and Duties
Section 1: Positions
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.
Section 2: President
The President shall preside over all meetings of the Directors and members. The President shall perform such other duties as customarily pertain to the office of President, or as directed to perform by resolution of the Board of Directors.
Section 3: Vice President
The Vice President shall have and exercise all the powers, authorities and duties of the President during the absence of the latter, or in the President's inability to act. In addition, the Vice President shall perform such duties as may be assigned by the Board of Directors.
Section 4: Treasurer
The Treasurer shall have custody of all funds, securities, fiscal papers, and other intangible assets of the Corporation. The Treasurer shall collect the revenues of the Corporation and pay its bills as authorized by the Board of Directors. The Treasurer shall provide and maintain full and complete records of all the assets and liabilities of the Corporation and will prepare and submit at each membership meeting, and regularly to the Board of Directors, a financial statement of the condition of the Corporation. The Treasurer shall prepare, or cause to be prepared, such tax reports as local, state, and federal agencies may require.
Section 5: Secretary
The Secretary shall maintain accurate lists of Directors and Officers. The Secretary shall also keep minutes of membership and Board of Directors meetings and ensure all required notices of all meetings have been issued. The Secretary shall have custody of all books, records, and papers, except those in the custody of the Treasurer and the Membership Manager. Additionally, the Secretary is responsible for the coordination and publication of the club Newsletter, as well as the preparation and timely distribution of minutes and agendas.
Article V: Ex Officio Board Members
Section 1: Immediate Past President
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 by the President.
Section 2: General Manager
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. The General Manager shall arrange for the pool Management Company with approval of the Board of Directors, and provide day-to-day direction to the company. The General Manager is responsible for facility maintenance, repairs, and security, for obtaining operating supplies and utilities. The General Manager is responsible for contracting for improvements to the facility as authorized by the Board of Directors.
Section 3: Membership Manager
The Membership Manager shall serve as an ex officio member of the Board of Directors. The Membership Manager shall maintain accurate lists of members and prospective members, and is responsible for maintaining all membership records and files required to administer club admission. The Membership Manager is responsible for preparation and submission of the annual membership dues bill and is responsible for the collection of all dues and fees as required by the Board of Directors. The Membership Manager is responsible for the maintenance of the club membership wait list and the sale, transfer and rental of club memberships in accordance with the By-laws 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, the Membership Manager is responsible for forfeiture of such memberships after adequate notification as described within these By-laws.
Section 4: Snack Bar Manager
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, as necessary, the Manager shall hire such snack bar employees as are needed. The Snack Bar Manager shall collect and secure snack bar revenues daily, making timely deposits of such revenues, and shall coordinate with the Treasurer to meet all snack bar financial obligations. The Snack Bar Manager shall prepare a financial report to the Board of Directors at the close of each season.
Article VI: Committees
Section 1: Appointment
The Board of Directors shall appoint such standing and special committees as may be deemed necessary.
Section 2: Authorities
All committees shall be under the supervision of the President, subject to the authority delegated by the Board of Directors.
Article VII: Membership
Section 1: Eligibility
Eligibility to become a member of the Arlington Forest Club is limited to individuals who reside in a single residence who have made written application, and who have been approved by the Board of Directors. It shall also include in the membership any 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. Whether an individual qualifies as a "dependent" within the meaning of the By-laws will be determined by the Board of Directors.
Priority shall be given to applications from residents of the Arlington Forest, Barcroft, Glen Carlyn, and Bon Air neighborhoods, and 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.
Moving from the priority area does not cause a member to become ineligible to retain membership. If certificate holders divorce, the certificate holders must advise the club which certificate holder will retain the membership. The certificate holder that does not retain the membership may join the waitlist and will be placed at the top of the waitlist.
Section 2: Number of Membership Certificates
The total number of membership certificates in this corporation shall be limi: ted to 675. Such memberships shall cover only those individuals residing within the residence of record, consistent with Section 1 above.
Section 3: Application
Each application for subsequent membership must be made under procedures established by the Board of Directors; must be endorsed by a member; and must be accompanied by an application fee in such amount as the Board of Directors shall determine.
Section 4: Admission
The Board of Directors reserves the right to deny admission into the AFC membership to a prospective member.
Section 5: Transfer
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. A request to transfer membership must be filed with the Membership Manager. Rejection of such transfer by the Board of Directors will necessitate the purchase of said membership by the corporation at the current sale price or the book value of the membership, whichever is lower.
Before issuing new memberships, the Board of Directors shall give priority to memberships offered for transfer by certificate holders at the current sale price.
Section 6: Rental Membership
Full or partial season rental memberships may be offered by the Club, as authorized by the Board of Directors. Certificate holders may offer the use of their memberships for rental as provided in Sections 7 and 8, below; and for the period of time which the swimming pool is open for use by its members; provided all dues and assessments are current. The certificate holder retains the voting rights associated with the membership. The member may not exercise any other privileges of membership during the rental period. All memberships must be rented through the Membership Manager.
(a) A fee shall be charged for the privilege of renting, in addition to the payment of the annual dues set by the Board of Directors.
(b) The member shall be responsible for the annual dues if no renter is obtained and/or approved. The member shall be responsible for any certificate fee increases and assessments.
Section 7: Temporary Relocation Rentals
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 to an applicant on the wait list. If a tenant moves during the transfer period, the privilege to use the facilities shall revert to the member unless they authorize, 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 request annually with the Membership Manager, as prescribed by the Board of Directors.
Section 8: One-Time, In-Area Rental
Members who continue to reside in their primary residence, but who wish to rent their membership for a particular year, may make a request, as described by the Board of Directors for the Membership Manager to do so for that year. The Membership Manager shall attempt to rent the membership to an applicant on the wait list. Rental of a membership under this section is ordinarily allowed only once during the life of the membership. If special circumstances exist, the requesting member may appeal to the Board of Directors, under procedures prescribed by the Board of Directors, for consideration.
Section 9: Sale of Membership
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 10: Certificates
Certificates of membership shall be in a form adopted by the Board of Directors and shall be signed by the President or the Vice-President and the Membership Manager. All certificates shall be 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, and the members of their household to the use of the swimming pool and associated facilities; provided the dues and assessments on such membership have been paid, until membership is suspended, terminated, or transferred as provided herein.
Section 11: Voting Power and Property Rights
The property rights of all certificate memberships shall be equal. Each certificate membership (household) shall be entitled to one vote on any and all questions coming before the members. Votes of the membership may occur under procedures prescribed by the Board of Directors.. For any membership vote (to include in-person, mail, electronic, or other), nineteen memberships shall constitute a quorum. Voting by proxy is prohibited.
For on-line, electronic, or other voting, notice of the vote shall take place not less than 30 days prior to the close of voting and the voting window shall be held open for at least 21 days. Memberships may be able to vote multiple times; however only the last vote cast will be counted.
Section 12: Expulsion
Any member may be expelled as a member of this corporation for acts and conduct prejudicial to the best interests of the corporation 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 them 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 13: Repurchase, Retirement, or Release
The Board of Directors shall have the authority on behalf of the Arlington Forest Club to purchase, receive, or otherwise acquire memberships; and to resell memberships thereby obtained. Memberships shall not be purchased by the Club for more than fair value or sold by the Club for less than fair value. Repurchasing of memberships by the Club shall not cause undue financial burden or jeopardize the financial stability of the Corporation.
Section 14: Right of Survivorship
The duly appointed or authorized personal representative of the estate of a deceased member may apply to the Membership Manager to reissue the membership in the name of the surviving spouse or other heir of the deceased member.
Section 15: Member Emeritus
The Board of Directors is authorized to provide Member Emeritus status to long-term certificate holders selling their membership back to the Club. Member emeritus status will allow the former certificate holders to purchase a "Golden Pass" for any season subsequent to the relinquishment of membership. The Golden Pass will allow the member emeritus limited access to the Club. Once awarded, member emeritus status is associated with the former certificate holder(s) and is not transferable.
The Board of Directors is authorized operate the members emeritus program consistent with the best interests of the Club. In particular, the Board has discretion in
Setting the number of member emeritus conversions available each year.
Selecting the criteria for member emeritus conversions
Setting the terms, conditions, and annual cost of the Golden Pass
Article VIII: Operating Fees
Section 1: Establishing Operating Fees
The Board of Directors, prior to May 1st of each year, shall establish operating fees for the ensuing season. Operating fees include both the cash outlays associated with operating the Club and the depreciation associated with the Club's fixed assets. Operating fees shall be determined by the Board of Directors and announced to the membership via methods prescribed by the Board of Directors not less than 30 days prior to the deadline for the payment. A detailed operating, maintenance and improvement budget shall be submitted to the membership at the Spring Membership meeting.
(a) Except as provided herein, there shall be no assessments levied against the members.
(b) 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.
Section 2: Payment of Operating Fees
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 15th of each year, unless authorized by the Board of Directors. All members are obliged to pay operating fees, regardless of how often they utilize Club facilities.
Any member in default in payment of operating fees shall be ipso facto suspended from all privileges of membership. The Membership Manager shall send notice by certified mail, or other manner authorized by the Board of Directors, 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, or other commonly used methods of contact. If the default is not cured 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 or other amounts in default at termination of membership.
Article IX: Membership Meetings
Section 1: Schedule
The Fall Membership meeting shall be held in October or November of each year at such time and place as the Board of Directors shall designate. In addition, there shall be a Spring meeting of the members during March or April.
Section 2: Notification
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 to each member under procedures prescribed by the Board of Directors. If the business to be transacted at any such meetings includes action on amendment of Articles of Incorporation, amendment of the By-laws, 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 the case of By-laws, shall include a copy of the proposed change.
Section 3: Quorum
At any membership vote, nineteen memberships shall constitute a quorum.
Section 4: Membership List
Five days prior to any membership meeting or announcement of a vote, the membership list of the corporation shall be closed, and the list of members eligible to vote shall be made up.
Section 5: Order of Business
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.
Section 6: Special Meetings
A special meeting of the members may be called by the President and shall be called on the written request of not fewer than twenty-five members or by affirmative majority of the Board of Directors.
Article X: Property and Finances
Section 1: Obligation Limit
The Corporation is not authorized to contract for any obligation in excess of its unobligated assets.
Section 2: Property
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.
Section 3: Financial Institutions
The funds of the Corporation shall be deposited only in financial institutions, the deposits of which are insured by the Federal Deposit Insurance Corporation.
Section 4: Depositing of Funds
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.
Section 5: Disbursement of Funds
All disbursements of funds of the Corporation and payment of obligations shall be authorized by the Treasurer; provided, however, that the Board of Directors may, by resolution, provide for the establishment and replenishment of a petty cash fund. Alternatively, funds may be disbursed electronically, or by other commonly accepted means, by the Treasurer or another individual authorized by the Board of Directors.
Section 6: Financial Investments
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/with any other person or agency.
Section 7: Financial Review
The accounts of the Corporation shall be reviewed annually by a method to be specified by the Board of Directors. A summary of the financial review is to be presented annually at Membership meeting. The individual(s) conducting the review shall be neither an Officer of the Corporation, nor a member of the Board of Directors.
Section 8: Assessments
The Board of Directors may propose an assessment of all members to generate revenue for maintenance, capital improvements, the accrual of capital improvement funds, or the payment of interest or other finance charges associated with such maintenance or improvements. Assessments must be voted upon by the membership, under procedures prescribed by the Board of Directors, and adopted by a majority of the memberships voting. 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.
Article XI: General
Section 1: Ethics
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.
Section 2: Records Management
Returns of elections and proceedings of all meetings of the Board of Directors and members shall be recorded by the Board of Directors.
Article XII: Long-Range Plan
Section 1: Requirement
The corporation shall maintain and enhance its capital facilities according to a long-range plan. This plan shall be established and maintained to include a description of the facilities as an intended future configuration.
Section 2: 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 long range plan.
Section 3: Adoption and Updates
The initial plan, and any substantive changes to it, including deleting or replacing the plan, shall be approved and adopted by a majority vote of the sum of the memberships voting in a manner prescribed by the Board of Directors.
Section 4: Financial Considerations
Financial considerations for the implementation of an approved plan where the expenditure exceeds $100,000 shall be approved by a majority vote of the sum of the memberships voting in a manner prescribed by the Board of Directors.
Article XIII: Limitation of Liability, Indemnity, and Dispute Resolution
Section 1: Liability
An Officer or Director shall not be liable for damages in any proceedings unless the Director or Officer is found to have personally engaged in willful misconduct or a knowing violation of the criminal law.
Section 2: Indemnity
The Corporation shall indemnify and defend any current and former Director, Officer, Agent or Employee of the Corporation from personal liability for any loss, damage or reasonable expense arising out of or resulting from his or her acts or failures to act in carrying out his or her powers and duties as a Director, Officer, agent or employee of the Corporation to the full extent permitted under the Code of Virginia, except to the extent such loss, damage or expense results from his or her willful misconduct or knowing violation of the criminal law.
Section 3: Dispute Resolution
Any dispute between a member or a guest and the Corporation and/or any of the Corporation's Directors, Officers, employees or agents relating in any manner to operations of the Corporation, including but not limited to disputes relating to any death or bodily injury to persons or damage or loss of property occurring at any facility operated by the Corporation, or as the result of any act or omission of the Corporation's Directors, Officers, employees and/or agents, shall be resolved in arbitration. Such arbitration shall be held before a panel of three (3) arbitrators at Arlington, Virginia, pursuant to the rules of the American Arbitration Association. The award of the arbitrators shall be final and binding on the parties. The prevailing party shall be entitled to recover reasonable attorney's fees and costs from the other party.
Section 4: Notification
Written notice of any claim by a member or guest against the Corporation or any Officer, Director, employee or agents of the Corporation relating in any manner to operations of the Corporation, including but not limited to claims relating to any death or bodily injury to persons or damage or loss of property alleged to have occurred at any facility operated by the Corporations Directors, Officers, employees or agents must be delivered to the President not later than six (6) months after the occurrence. Failure to comply with this requirement shall result in a waiver of any claim by the member or guest.