BYLAWS OF THE LITTLE FALLS SWIMMING CLUB, INC.
Article I – Offices
The principal office of The Little Falls Swimming Club, Inc. (the “Club”) shall be at Little Falls Drive, Green Acres, in Montgomery County, Maryland. The mailing address shall be 5205 Little Falls Drive, Bethesda Maryland 20816.
Article II – Membership
Section 1. The maximum number of memberships in the Club shall be 377. For purposes of this limitation and for references to membership throughout these Bylaws, membership shall only refer to members with a full equity position in the Club. Applications for membership may be made through the Little Falls website. No other form of application will be accepted.
Section 2. Applications shall be submitted to the Club only through the Club website. Upon receipt by the Club, they shall be forwarded to the Membership Chairman.
Section 3. Applications received after February 14, 2019 at 12:01am shall be assigned a waitlist position for membership based on the date and time that the application and non-refundable application fee are received. No distinction shall be made between applications from renters and applications from homeowners. Applicants must live within the geographic boundaries served by Little Falls Swimming Club. Every application is subject to verification of eligibility and if the Applicant does not reside within the geographic boundaries the application fee will be refunded.
Section 4. Applications received prior to February 14, 2019 will be offered membership in the order of their waitlist position as of February 14, 2019.
Applicants on the wait list prior to February 14, 2019 will be offered membership before any applicants who apply after that date.
Section 5. An Applicant who is offered an equity membership in the pool may either accept the offer or decline the offer and be removed from the waitlist. Offers of equity membership may not be deferred, except in extenuating circumstances to be approved by the Board.
Section 6. Club membership records shall be kept in the name of a single person who, in the case of a married couple or partner in a civil union or domestic partnership, shall be the individual designated on the application form unless otherwise specified by the member. If a couple wishes to transfer membership to the other spouse or partner, both parties must submit to the Membership Chair of the Board of Directors a request to transfer membership. In the event of a divorce or separation, only one of the (former) spouses or partners may retain the Club membership, and that spouse or partner must continue to reside within the pool boundaries.
If the Club is notified by a member regarding the member’s divorce or separation during the pool season, the spouse or partner that does not retain the membership will still retain guest privileges at the Club for the remainder of that season. If the Club is notified of a divorce or separation during the season when the pool is not open, the spouse or partner who does not retain the membership will be offered a membership in the Club if one is available, or will be offered the first position on the waitlist if no membership is available. To accept such an offer, the non-retaining spouse or partner must continue to reside within the pool boundaries and must purchase a full equity share in the Club.
After notifying the Membership Chair of the Board of Directors which spouse or partner will be retaining the membership, the spouse or partner not retaining the original membership must notify the club of his or her intention to request an equity membership or be added to the top of the waitlist.
Section 7. A member desiring to withdraw from the Club shall submit his or her resignation request via the form provided online at the Club’s website. The Membership Committee shall thereupon be notified of the resignation request and shall offer the membership to the eligible applicants for membership provided in Section 5 above. The resigning member shall be sent the actual price paid for his or her share (which, for the avoidance of doubt, will not include any adjustment to reflect the current market value of a share or any adjustment for inflation, interest or cost of living) or $200, whichever is greater, plus any capital contributions, less any taxes, assessments or other debts owed the Club by the resigning member. At the discretion of the Club’s Treasurer, these payments may be made before the membership and initiation fees are received from a new member, subject to the availability of funds.
Section 8. Membership in the Club shall not transfer when a home changes ownership. In addition, upon the death of a member, his or her membership share transfer to the surviving spouse or partner or, if there is no surviving spouse or partner, shall revert to the Club.
Section 9. Reference herein to “member” shall, in the case of a marriage, a civil union or domestic partnership, mean either spouse or partner.
Section 10. Membership (and its attendant privileges) applies only to a single residence, as designated on the current Club membership record.
Section 11. Applications shall not be accepted from anyone living more than 4,000 feet from the Club property. No applications shall be accepted from persons unless they have primary residence in that part of Montgomery County enclosed by the combination of these two boundaries:
a. Commencing on the west side of River Road at Little Falls Parkway, proceed west along the south side of Little Falls Parkway until it intersects with Massachusetts Avenue, then proceed south along the east side of Massachusetts Avenue until it intersects with Western avenue, N.W., then proceed east along the north side of Western Avenue, N.W. until it intersects with Cortland Road, then proceed north along Cortland Road as if it continued to Willard Avenue (so as to include all of the houses on Sherrill, Saratoga, and Baltimore Avenues and on both sides of Cortland Road), then proceed along the south side of Willard Avenue to River Road, then proceed along the west side of River Road to Little Falls Parkway to the point of origin; and
b. The area that lies west (and south) of Massachusetts Avenue, east of the Little Falls Creek, and within 4,000 feet of the Club property. Any applicant placed on the waitlist after January 1, 2006 may only remain on the waitlist if their primary residence remains within this boundary.
Section 12. Any applicant who becomes a member or associate on or after January 1, 2004 shall forfeit that membership if he or she later moves to a location more than 4,000 feet from the Club property.
Section 13. In accordance with the Club’s Amended and Restated Articles of Incorporation, any member who shall fail to comply with the requirements of these Bylaws or the rules and regulations of the Club shall, if the Board of Directors determines by a majority vote, forfeit his or her membership and any and all rights and interest in the Club and its property. Prior to any vote of the Board of Directors required by this section, the Executive Committee of the Club shall review the claims of non-compliance by the members and provide a recommendation to the Board of Directors.
Article III – Meetings
Section 1. An annual meeting of the membership shall be held between January 1 and March 1. At the annual meeting, the membership (Equity Members only) shall elect by plurality vote the necessary number of directors, set the annual dues except as specified in Article IV, Section 2e, make any change in the price of a membership in the Club, and transact such other business as may be proper. Notice in writing of the meeting shall be delivered by the Secretary to every member of record not less than two weeks before the date set.
Section 2. Special meetings of the membership may be called at any time by the President; by a majority of the Board of Directors; or by petition of at least thirty members. Such petition shall indicate in writing the subject matter, purpose, and questions or issues to be considered at the meeting, and the business actually transacted at a special meeting shall be limited to these matters. The Petitioner can request that LFSC Administrative staff prepare and send written notification (such as electronic) of a special meeting to every member of record (not less than two weeks before the dates set).
Section 3. The notice of each membership meeting shall state the place, day, and hour of the meeting. It shall be accompanied by a written proxy containing the matters to be voted upon at the membership meeting. If notice is mailed it shall be deemed delivered when deposited first class postage prepaid in the U.S. mail addressed to the member at his or her address as it appears on the records of the Club.
Section 4. Except where Maryland law, the Articles of Incorporation, or these Bylaws specify otherwise, all questions shall be decided by a simple majority of votes cast in person or by written proxy. Members representing ten per cent of the total membership shall constitute a quorum.
Section 5. The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of members as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations, if any, the chair of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all acts as, in the judgment of such chair, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda of business of the meeting, rules or regulations to maintain order and the fixing of the date and time of the opening and closing of the polls for each matter upon which the members will vote at a meeting (and shall announce such at the meeting).
Article IV -Directors
Section 1. The affairs, property, management, and control of the Club shall be in the charge of a Board of Directors who shall be elected from the membership and who shall be empowered to act for the Club in all matters.
Section 2. The powers and duties of the Board of Directors shall include, but shall not be limited to:
a. Adopting, and revising as necessary, rules governing the use of Club’s facilities, taking into account health, safety, and the convenience of members;
b. Adoption, and revision as necessary, of rules covering the use of facilities by members’ guests, including limitation on the number of guests;
c. Employing, managing, and dismissing such paid personnel as the Board considers necessary;
d. The authority necessary to enforce all health and safety regulations and maintain good order, including authority to eject or suspend offenders from Club property;
e. Setting the price of initiation fees, inactive fees, guest fees, late fees, special assessments (as provided in Article VIII), and other charges for use of Club facilities; and
f. Setting due dates for payment of annual dues.
Section 3. The number of directors of the Club shall be fixed from time to time exclusively by vote of the Board of Directors; provided, however, that such number shall never be less than the minimum or more than the maximum number of directors required by the Amended and Restated Articles of Incorporation of the Club; provided, that in the absence of such designation, the Board shall consist of eleven (11) directors. The directors shall be divided into two classes, as nearly equal in number as possible, each with a term of office of two (2) years. No director may serve more than two (2) consecutive terms. In order to serve as a Director, an individual must be a Club member or a member of a Club member’s immediate family (as defined in Article VIII, Section 3).
Section 4. At each annual meeting of the membership a nominating committee of at least five (5) members shall be selected by the Board from among names of members who indicate an interest to serve following notice of the opportunity given to all members by the Board. The Board shall also appoint a chairperson of the nominating committee. The nominating committee shall meet on the call of the chairperson and shall submit to the secretary by the following December 15 the names of one (1) or more members nominated to fill each of the vacancies on the Board of Directors occurring that year, plus at least three (3) more names than are vacancies on the Board (e.g., if there are six (6) Board seats vacant, the committee must nominate at least nine (9) candidates). The Committee shall certify that each nominee agrees to serve if elected. The chairperson shall concurrently post the names of the nominees on the Club’s website. Any vacancies on the nominating committee prior to its submission of nominations should be filled by appointment by the President. Independent nominations may be made by petition signed by at least three (3) members and delivered to the Secretary by December 1, accompanied by similar certification. The names of all persons nominated shall be included in the written notice of the annual meeting, along with a short biography or other statement of pertinent information for the candidate.
Section 5. Members in person or by written proxy, shall vote for as many candidates as there are vacancies to be filled and the candidates, up to the number of those vacancies, receiving the greatest number of votes shall be declared elected. Directors shall serve until their successors are elected and installed at the meeting following election. The Secretary shall retain a record of the number of votes received by each candidate. In case of a tie vote for the 5th or 6th vacancy (as applicable), the tie shall be broken by the toss of a coin.
Section 6. If vacancies occur on the Board of Directors, the remaining Directors shall fill these by electing Directors from the membership to serve unexpired terms.
Section 7. Directors may be removed at any annual or special membership meeting by a two-thirds vote of members voting in person or by written proxy.
Section 8. The Board of Directors shall meet not later than two (2) weeks after the annual meeting at which time they shall elect the officers of the Club. The Board of Directors shall meet not less than five (5) times a year, on the call of the President, any two other Directors, or by a petition of at least fifteen (15) members. At least three (3) meetings shall be held between May 1 and October 1.
Section 9. Six (6) Directors shall constitute a quorum, and the act of a majority of the Directors present at a meeting at which a quorum is present shall constitute an act of the Board.
Section 10. Written (such as electronic) or telephonic notice shall be given to each Director at least five (5) days prior to any meeting of the Board. A waiver of motion may be filed prior to or after any meeting.
Section 11. All members shall have the right to attend any meeting of the Board and the Secretary shall advise a member requesting to be informed of the time and place of the next meeting.
Section 12. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a consent in writing approving the action taken shall be signed by all of the Directors entitled to vote thereon.
Section 13. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at such meeting.
Section 14. Any oral or written contracts in excess of the lesser of $500 or the amount to be determined by the Board in its Schedule of Standard Motions may only be entered into by lawful action by the Board undertaken at a Board meeting.
Section 15. At its first meeting each year, the Board shall adopt a budget of expenditures for the coming year.
Section 16. The Club, as a corporation, shall indemnify to the full extent permitted by the laws of the State Maryland, any present or former director, officer, or member agent of the Club who, by reason of the good faith performance of the functions of such position, was, is, or is threatened to be made, a party to any threatened, pending or completed action, suit, or proceeding, for actual liabilities and expenses resulting therefrom.
Article V – Officers
Section 1. The officers of the Club shall consist of a President, a Vice President, a Secretary, and a Treasurer, who shall be elected by the Board from among its own number at its first meeting following the annual meeting of members.
Section 2. The term of office of the officers shall be one year, and no officer, except Treasurer, shall serve two consecutive terms in the same office. Officers shall hold office until the election of their successors.
Section 3. The President shall preside at all meetings of the membership and of the Board at which he or she shall be present. He or she shall have general charge and supervision of the business of the Club and may sign and execute, in the name of the Club, all contracts or instruments except as otherwise provided by statute, by the Articles of Incorporation, or by these Bylaws.
Section 4. The Vice President shall, at the request of the President or in his or her absence, perform the duties and exercise the function of the President.
Section 5. The Secretary shall keep and have custody of the minutes, membership rolls, corporate books and other records of the Club except for such financial records as are currently in use by the Treasurer. He or she shall have custody of the corporate seal of the Club and authority to attest to its affixing on documents. He or she shall be responsible for giving notice of meetings and keeping the minutes of meetings. In general, he or she shall perform all duties incident to the office of secretary of a corporation.
Section 6. The Treasurer shall have charge of and be responsible for all funds, securities, receipts, and disbursements of the Club. He or she shall furnish the Secretary with lists of paid up and delinquent members. He or she shall keep clear and adequate records of the financial transactions of the Club, and shall, when requested, furnish to the President, the Board, or the membership in a meeting an account of the financial condition of the Club. He or she shall, in general, perform all duties incident to the office of treasurer of a corporation.
Section 7. The Board may assign other duties to any officer and may name assistants to any officer. These assistants need not be Directors and may be employees of the Club.
Section 8. The President shall appoint from among the Directors, with the advice and consent of the Board, the following standing committee chairs, whose duties shall be defined by the Board: Operations, Membership and Building and Grounds, and he or she may appoint such further committee chairs (or liaisons to a standing committee) from among the membership or employees as he or she feels would be necessary or helpful to the operation of the Club.
Article VI – Committees
Section 1. The Board of Directors may appoint from among its members an Executive Committee, a Nominating Committee (as prescribed in Article IV, Section 4), a Membership Committee, an Operations Committee, a Communications Committee and such other committees as the Board of Directors deems necessary or desirable. The Board of Directors may delegate to any committee so appointed any of the powers and authorities of the Board of Directors to the fullest extent permitted by the Maryland General Corporate Law and any other applicable law.
Section 2. Each committee shall be composed of one or more directors or any other number of members specified in these Bylaws. The President may recommend committees, committee memberships, and committee chairs to the Board of Directors. The Board of Directors shall have the power at any time to appoint the chairperson and the members of any committee, change the membership of any committee, to fill all vacancies on committees, to designate alternate members to replace or act in the place of any absent or disqualified member of a committee, or to dissolve any committee. A member of a committee may resign from that committee at any time by giving written notice of such resignation to the President. Unless otherwise specified therein, such resignation from the committee shall take effect upon receipt thereof.
Section 3. The Board of Directors shall maintain an Executive Committee, which shall consist of the President, Vice President, Treasurer, the chairperson of the Membership Committee and such other members as the Board of Directors shall appoint. The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee; and except also that the Executive Committee shall not have the authority of the Board of Directors with reference to: the amendment of the Articles of Incorporation or Bylaws of the Club; or the approval of a transaction in which any member of the Executive Committee, directly or indirectly, has any material interest.
Section 4. Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third (1/3) of the members shall constitute a quorum unless the committee shall consist of one (1) or two (2) members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if a unanimous consent that sets forth the action is given in writing (including by electronic transmission) by each member of the committee and filed in paper or electronic form with the minutes of the proceedings of such committee. The members of any committee may conduct any meeting electronically or telephonically in accordance with the provisions of Article IV, Section 13.
Section 5. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting held next after the proceedings shall have occurred.
Article VII – Fiscal Year
The fiscal year of the Club shall run from November 1 through October 31.
Article VIII – Dues
Section 1. Dues shall be set by the membership pursuant to the power reserved in Article III, Section 1, except: as specified in Article IV, Section 2e, and shall be due by the date set by the Board pursuant to the power granted in Article IV.
Section 2. Dues not received by the due date established by the Board shall be deemed delinquent and a late fee shall be imposed.
Section 3. Only the Club member and members of his or her immediate family who actually reside in the member’s designated residence during the swimming season may be included in the payment of annual dues and thereby be entitled to use Club facilities. The relationship of each household member to the member or the member’s spouse (or partner) shall be designated on the invoice returned to the Club with the annual dues remittance. Any other resident of a member’s household is considered a houseguest and may swim provided that both of the following conditions are met:
a. the other resident is not paying for the privilege of living in the residence;
b. the member obtains prior Membership Chair approval following submission of written certification of the first condition and payment of the houseguest fee; and
c. the member has not been granted inactive status.
For purposes of this section, immediate family shall consist of the head of the household and such member’s spouse or partner and other residents at the household address who claim primary residence (excluding caregivers, nannies and exchange students, each of whom shall be considered summer house guests and subject to the then-applicable full season fee for such persons) and all children. Primary residence means that an individual was physically present in the state for at least six months of the year. All determinations regarding questions of membership shall be resolved by the Membership Committee.
Section 4. The Membership Chair, at his or her discretion and with a report to the Board at its next meeting, may, on application of a member, grant inactive status. Inactive status granted prior to the beginning of an operating season entails the payment of said inactive member of the inactive fee prescribed by the Board in lieu of annual dues. Inactive status granted subsequent to the beginning of the operating season will be granted with any rebate of annual dues to be made only in the discretion of the Board.
Section 5. The membership of a member granted inactive status may be granted to the applicant next on the waitlist as determined under Article II.
Section 6. (Resigning Member, Late Notice Fee) If the written resignation of a member is received after the due date established by the Board and the member has not paid his or her current season’s dues, the notice shall be deemed delinquent and a late fee (as determined by the Board in its Schedule of Standard Motions) shall be deducted from the amount due said resigning member.
Section 7. New members joining the Club during the months following the date specified for the payment of dues shall pay their dues and membership fees simultaneously. First-year dues for new members joining after the beginning of the swimming season may be prorated.
Section 8. The Board may suspend or terminate the membership of anyone delinquent 30 days or more in his or her financial obligation to the Club, provided the member is given a 10-day written notice by certified mail to discharge his or her obligations. For the purpose of this article, it is the responsibility of all members to inform the Membership Chair or the Club Administrator in writing of any change of address. Club notices mailed by regular mail to members outside the United States are deemed to have been duly served upon the member, for purposes of this article, 30 days after the date of mailing.
Section 9. (Board Special Assessment) In case of actual or prospective deficit or other emergency circumstances determined by the Board, the Board shall have authority to levy a reasonable special assessment; provided, however, that if such amount exceeds one hundred dollars ($100); a vote of a majority of the members shall be required at a meeting duly called for that purpose.
Section 10. (Member Special Assessment) The membership, by a vote of at least two-thirds of the members, shall have authority to levy a special assessment.
Section 11. (Maintenance Fee Assessment) The Board shall have authority to assess members a reasonable “Maintenance Fee” (as determined by the Board in its Schedule of Standard Motions); provided; however that such fee may be waived on a case-by-case basis as determined by the Board.
Article IX – Miscellaneous
Section 1. The privilege of using Club facilities may be suspended for cause by a vote of the Board, as a disciplinary measure as provided for in the rules for a period not to exceed ten days.
Section 2. The Club assumes no responsibility, and members, their families, and their guests shall have no claim against the Club for property which may be brought to or left on Club premises.
Section 3. Members shall reimburse the Club for any damage to its property by themselves, their families, or their guests.
Section 4. Real property of the Club shall not be sold or transferred except on authorization by a vote of two-thirds of all of the members. Club personal property in excess of one thousand dollars ($1,000) value shall not be sold or transferred except on authorization by a vote of two-thirds of the members voting in person or by proxy at a membership meeting.
Section 5. Except for an annual pool management fee and tax payments, or except in an emergency to prevent interruption of Club operations (as determined by a vote of two-thirds of the Board), no funds in excess of one-third of the Club’s cash on hand or twenty thousand dollars ($20,000), whichever is less, may be committed by the Board or by any officer or director except after express authorization by a vote of two-thirds of the members voting in person or by proxy at a membership meeting.
Section 6. Club funds used for checking accounts shall be deposited only in banks insured by the Federal Deposit Insurance Corporation, or an institution insured by the Federal Savings and Loan Insurance Corporation.
Section 7. Club funds not used for checking accounts shall be invested only in obligations of the United States Government or deposited in banks or savings associations insured by agencies of the Federal Government.
Section 8. Club funds shall not be lent to or invested with any officer, director, or member.
Section 9. Club funds not deposited in checking accounts shall be withdrawn only on authorization signed by any two of the following: the President, the Vice President, and the Treasurer; and only after specific authorization by the Board.
Section 10. Any officer, director, or member who may have responsibility for handling more than two hundred dollars ($200) of Club funds at any one time, or to sign checks against the checking account shall be bonded.
Section 11. The books of the Club shall be audited annually by a committee composed of three members of the Club, appointed by the President with the advice and consent of the Board, who are neither officers nor directors, and their report shall be presented at the annual membership meeting.
Section 12. Minutes of the membership and Board meeting shall be kept in writing. Written records shall also be kept of the membership. Both minutes and membership records shall be available for inspection by any member and copies provided to them on request to the Secretary.
Article X – Amendments
Section 1. The Bylaws may be amended by the affirmative vote of two-thirds of the members voting. Amendments may be proposed by the Board or by any member, who shall submit the proposed amendments in writing to the Secretary at least six weeks before the time on which the amendments shall be voted. If the amendments are to be considered at a membership meeting, the Secretary shall state this fact in the written (such as electronic) notice of the meeting and shall enclose a copy (or electronic link) of the proposed amendments.
Section 2. Any vote to change the maximum membership of the Club must be taken by mail.