[Revised 2009]

Article I – Offices

The principal office of the Club shall be at Little Falls Drive, Green Acres, in Montgomery County, Maryland. The post office address shall be P.O. Box 5579, Washington, D.C. 20016.

Article II – Membership

Section 1. The maximum membership of the Club shall be 377 families. Applications for membership may be obtained by written request to the Club at its post office address, downloaded from the Club Website, or obtained by email request to the Membership Chair.

Section 2. Applications shall be submitted to the Club by mail to its post office address. Upon receipt by the Club, they shall be forwarded to the Membership Chairman.

Section 3. Applicants shall be awarded a number of points determined as follows:
a. 10 points for applicants who live within 400 feet of the Club property or who live in residences that are adjacent to or directly opposite the boundaries of the Club property, 9 points for applicants who live between 401 and 800 feet of Club property, 8 points for applicants who live between 801 and 1,200 feet of the property, 7 points for applicants who live between 1,201 and 1,600 feet of the Club property, 6 points for applicants who live between 1,601 and 2,000 feet of the Club property, 5 points for applicants who live between 2,001 and 2,400 feet of the Club property, 4 points for applicants who live between 2,401 and 2,800 feet of the Club property, 3 points for applicants who live 2,801 and 3,200 feet of the Club property, 2 points for applicants who live between 3,201 and 3,600 of the Club property, and I point for applicants who live between 3,601 and 4,000 feet of the Club property;
b. 1 point for each six-month period that has expired since the application was received by the Club, except that applicants residing more than 4,000 feet from the club property shall not accrue more than 10 points;
c. 5 points for home ownership; and d. 5 points for an applicant who lives in a rented home or homes within 4,000 feet of the Club property for 3 consecutive years after his application is received by the Club.
e. The term “Club property” as used above shall be construed as the center of the pool.

Section 4. An application shall be awarded points (in the amount specified in section 3) based on the applicant’s address at the time the application is submitted. If an applicant subsequently moves within the Club’s catchment area while still on the waiting list, the new address shall become the address of record and points shall be recalculated as needed. Once a year the Membership Chair shall verify the address of applicants on the waiting list using a variety of search methods (including review of tax records) to determine applicants’ continued point allocations and eligibility for membership.

Section 5. Completed applications shall be assigned a sequence number and arranged as such. Point totals shall be redetermined on the basis of the applicant’s residence locations and home ownership at the time the applicants are being considered for an available membership. When an opening for an associate membership becomes available, it shall be offered first to the applicant who has the most points. When a full membership becomes available, it shall be offered first to the applicant who has been an associate member for the longest period, and then to the applicant with the most points who is not an associate member.

Section 6. Club membership records shall be kept in the name of a single person who, in the case of a married couple, 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, both parties must submit to the Board of Directors a request to transfer membership.

Section 7. A member desiring to withdraw from the Club shall submit his resignation request in writing to the Club at the post office address. 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 original purchase price of his share 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 can 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, if there is no surviving spouse, shall revert back to the Club.

Section 9. Reference herein to “member” shall, in the case of a married couple, mean either spouse.

Section 10. Membership (and its attendant privileges) applies only to a single residence, as designated on the current Club membership record.

Section 11. Effective January 1, 2004, applications shall not be accepted from anyone living more than 4,000 feet from the Club property. Effective January 1, 2006, 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 wait list after January 1, 2006 may only remain on the wait list if their primary residence remains within this boundary prior to the date they accept associate status.

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.

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 (full 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, questions or issues to be considered. Notice in writing of a special meeting shall be delivered by the Secretary to every member of record not less than two weeks before the date set, shall state the subject matter, purpose, questions or issues to be considered, and the business actually transacted at a special meeting shall be limited to these matters.

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 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. Robert’s Rules of order shall govern conduct of all meetings.

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 VII), and other charges for use of Club facilities; and
f. Setting due dates for payment of annual dues.

Section 3. The Board shall consist of eleven (11) directors. The term of office of directors shall be two (2) years. No director may serve more than two (2) consecutive terms. The Terms of directors shall be so arranged that six (6) and five (5) shall expire in alternate years.

Section 4. At each annual meeting of the membership a nominating committee of five (5) members shall be selected as the first order of business by a drawing procedure from among names of members nominated from the floor or by proxy. In the event the committee so chosen does not include an outgoing member of the Board, the current President shall appoint to the committee an outgoing Board member or former Board member who has served within the past three years. The first name shown shall be chairman of the nominating committee. The nominating committee shall meet on the call of the chairman and shall submit to the secretary by the following September 1 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 6 Board seats vacant, the committee must nominate at- least 9 candidates). The Committee shall certify that each nominee agrees to serve if elected. The chairman shall concurrently post the names of the nominees at the Club. 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 shareholders 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 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 times a year, on the call of the President, any two other Directors, or by a petition of at least fifteen members. At least three meetings shall be held between May 1 and October 1.

Section 9. Six 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 days prior to any meeting of the Board, with notice by first class mail being considered given at the time it is mailed. 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 setting forth the action taken shall be signed by two-thirds of the Directors  entitled to vote thereon.

Section 13. The Board shall enter into oral or written contracts in excess of $300 only by action taken at a Board meeting.

Section 14. At its first meeting each year, the Board shall adopt a budget of expenditures for the coming year.

Section 15. 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 be ex-officio chairman of the Board and shall preside at all meetings of the membership and of the Board at which he shall be present. He 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 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, and other records of the Club except for such financial records as are currently in use by the Treasurer. He shall have custody of the corporate seal of the Club and authority to attest to its affixing on documents. He shall be responsible for giving notice of meetings. In general, he 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 shall furnish the Secretary with lists of paid up and delinquent members. He 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 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 chairmen, whose duties shall be defined by the Board: Operations, Membership, Building and Grounds, and Swim and Dive Team, and he may appoint such further committee chairmen from among the membership or employees as he feels would be necessary or helpful to the operation of the Club.

Article VI – Fiscal Year

The fiscal year of the Club shall run from November 1 through October 31.

Article VII – 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 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:
1) the other resident is not paying for the privilege of living in the residence;
2) the member obtains prior Membership Chairman approval following submission of written certification of the first condition and payment of the houseguest fee; and
3) the member has not been granted inactive status.

Section 4. The Membership Chairman, at his or her discretion and with a report of 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 with the highest point total as determined under Article 11, which applicant shall then become an associate member on a single season basis.

Section 6. (Resigning Member, Late Notice Fee) If the written resignation of a member is received after the due date and the member has not paid his current season’s dues, a fee of twenty-five Dollars shall be deducted from the amount due said resigning member.

Section 7. New members and new associates joining the Club during the months following the date specified for the payment of dues through the swimming season 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 financial obligation to the Club, provided the member is given a 10-day written notice by certified mail to discharge his obligations. For the purpose of this article, it is the responsibility of all members to inform the Membership Chairman 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. (Special Assessment) In case of actual or prospective deficit, the Board shall have authority to levy a special assessment of up to Ten Dollars per member.

Section 10. (Handyman Fee Assessment) The Board shall have authority to assess members a reasonable “Handyman Fee” in lieu of work performed during at least one of the Club’s regularly scheduled clean-up days or work to help the Club in some other authorized capacity, e.g., audit committee.

Article VIII – Miscellaneous

Section 1. The privilege of using Club facilities may be suspended for cause by a Board member or the employee in charge of the facility at the time of infraction, as a disciplinary measure as provided for in the  rules for a period not to exceed 24 hours.

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 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, 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 Vic 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 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 IX – 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 notice of the meeting and shall enclose a copy of the proposed amendments.

Section 2. Any vote to change the maximum membership of the Club must be taken by mail.