HIGH POINT POOL, INCORPORATED
(A Virginia Non-Stock Corporation)
TABLE OF CONTENTS
3. Rights and Responsibilities of Members
4. Suspension and Termination of Members and Rights
5. Meeting of Members
7. Meeting of Directors
10. Conduct of Meetings
11. Compensation of Directors
12. Fiscal Matters
1.1. The corporation shall continuously maintain a registered office and registered agent within the State of Virginia. The registered agent must be an individual resident in the State of Virginia whose business office is identical with the corporation’s registered office. The registered agent must be an officer or director of the corporation or a member of the Virginia State Bar. The registered office and the registered agent may be changed by the Board of Directors from time to time.
1.2. The corporation may have such other offices at such other places within the State of Virginia as the Board of Directors may from time to time determine or the business of the corporation may require.
2.1. Any person or family may become an active member of the corporation subject to the rules of the Membership Committee and upon compliance with all requirements and payment of all applicable fees and charges established by the corporation; provided, however, that in compliance with any state or local requirements or guidelines relative to the use capacity of any corporate property only members eligible to actively use such property shall be considered in determining such compliance. The Board of Directors shall create membership categories (such as active, senior, inactive) as is necessary from time to time and delineated in its Rules and Regulations.
2.2. Memberships are not transferable.
2.3. August Members – The Board of Directors may offer “August Memberships” to persons or families on the wait list. The August Membership will entitle an August member, upon the Board’s receipt of the August member’s fees, to use the Corporation’s facilities between August 1 and August 31 for a given year or dates otherwise established by the Board of Directors, but shall not include the Labor Day weekend. August members have no right to vote at any meeting of the members as described in section 3.1 of the By-Laws, but August members and their families are otherwise subject to Section 3 and 4 of the By-Laws. August memberships are limited to persons or families on the wait list, and are not available to inactive members as described in Section 4.6 of the By-Laws
3. RIGHTS AND RESPONSIBILITIES OF MEMBERS
3.1. One person representing a membership shall be entitled to one vote in each matter to be voted on at any meeting of members, including the election of directors.
3.2. A member may vote by proxy. In the absence of a member, the member’s spouse or in the absence of both the member and his or her spouse, the eldest adult child of the spouse who is present may cast the member’s vote without a written proxy.
3.3. A member may by written notification to the Board president authorize any other member of the pool to vote on his or her behalf at any meeting of members. This proxy is only valid for one specified meeting.
3.4. Members and their dependents shall have a right to use the corporation’s facilities upon payment of the applicable due and fees and subject to such Rules and Regulations as may be established by the Board of Directors. Family members, except children who are students, not residing full time with the member are not considered members under these By-Laws.
3.5. Each member shall pay all dues, fees, charges or assessments as may be established by the Board of Directors and approved by the members.
3.6. Any member who fails to pay any dues, fees, charges or assessments may be denied the use of the corporation’s facilities as long as such dues, fees, charges or assessments remain unpaid. In cases of extreme hardship, the Board of Directors may waive this provision.
3.7. The Board of Directors may establish Rules and Regulations under which guests of members may be permitted to use the corporation’s facilities upon the meeting of such requirements and the payment of such fees as shall be established by the Board of Directors.
3.8. The Board of Directors may grant the right to use the corporation’s facilities to persons other than members, persons residing with them and their guests upon such terms and conditions and the payment of such fees as the Board of Directors deems advisable.
4. SUSPENSION OR EXPULSION OF MEMBERS, SUSPENSION OR TERMINATION OF RIGHT TO USE THE CORPORATION’S FACILITIES
4.1. Consistent with paragraph 3.6, a membership may be suspended or terminated upon failure to pay all applicable dues and fees in the time period designated by the Board of Directors. Termination of members for failure to make payment of dues does not require subsequent approval of the Board of Directors if termination followed an opportunity for the member to make a payment consistent with the Rules and Regulations issued by the Board. A member may be suspended or expelled for good cause upon the concurrence of two thirds (2/3rds) of the entire Board of Directors after having been given an opportunity to explain the circumstances surrounding the suspension and termination.
4.2. Any person having the right to use the corporation’s facilities may have such right suspended for up to ten (10) days by the president or a vice-president of the Board of Directors for violation of the rules and regulations of the pool, damaging or placing in jeopardy of damage the corporation’s property, or injuring or placing in jeopardy of injury any person using the corporation’s facilities or blatant disregard for civil behavior.
4.3. Any suspension under paragraph 4.2. may be appealed to the Board of Directors which must be considered within five days of the appeal. A majority vote of the Board of Directors is necessary to sustain a suspension made pursuant to rule 4.2.
4.4. Any member who is expelled or suspended shall cease to have any right to use the corporation’s facilities or vote at any meeting of members. An expelled member shall not be obliged to continue to pay dues; however, suspension of a member shall not relieve any member of his or her obligation to pay all applicable dues, charges, fees or assessments unless the Board of Directors in such suspension provides otherwise.
4.5. A member may become an inactive member in good standing by paying the amount designated as the annual inactive fee as established by the Board of Directors and approved by the membership. There is no limit on how long a member may be inactive
5. MEETINGS OF MEMBERS
5.1. Meetings of members shall be held at a place in Virginia designated in the notice of the meeting.
5.2. An annual meeting of the members shall be held on such day in the month of September or October as shall be determined by the Board of Directors at which meeting the members shall elect a Board of Directors by ballot and conduct any other business within the powers of the corporation. Any business may be transacted at the annual meeting of members without being specifically stated in the notice except such business as is required by the Virginia Non-Stock Corporation Act to be stated in the notice.
5.3. A regular meeting of the members shall be held on such day in the month of March or April as shall be determined by the Board of Directors at which meeting an annual budget shall be presented for consideration and approval by the members. Such other business as is stated in the notice of this regular meeting shall also be considered at this meeting.
5.4. Special meetings of the members may be called by the President, by the Board of Directors or by fifty (50) members of the corporation. No business shall be transacted at a special meeting that has not been stated in the notice of the meeting.
5.5. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than fourteen (14) days before the date of the meeting (except where additional notice is required by the Virginia Non-Stock Corporation Act) either personally, by mail, or by electronic means by or at the direction of the president, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed such notice shall be deemed to be delivered when deposited in the United State mail addressed to the member at his address as it appears in the records of the corporation, with first class postage thereon prepaid. If sent by electronic means the notice will be deemed delivered at the time of sending.
5.6. At any meeting of the members the presence in person of twenty (20) members shall constitute a quorum. In the absence of a quorum the members present at any meeting may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
5.7. The affirmative vote of a majority of the members present, in person or by proxy, at any duly called meeting of members at which a quorum is present shall be the act of the members unless the affirmative vote of a greater proportion is required by the articles of incorporation of this corporation or the laws of the state of Virginia.
6.1. The business and affairs of the corporation shall be managed by its Board of Directors subject to any requirement of membership approval imposed by the Articles of Incorporation of this corporation or by the laws of the state of Virginia. The Board of Directors shall have the power to oversee membership, grounds and property of the corporation, a member-based swim team, and allow rental of the property as it sees fit. The swim team may be represented by one seat on the Board of Directors and may have a booster committee. The Board of Directors will create Rules and Regulations governing the operation of the corporation and may amend those Rules and Regulations as it sees fit by a majority vote.
6.2. The number of the directors of the corporation shall be eleven (11). The number of directors may be increased, or decreased, to a minimum of seven (7) Board members or a maximum of thirteen (13) Board members at the Board’s discretion. The tenure of office of a director shall not be affected by any decrease in the number of directors.
6.3. At each annual meeting of members, the members shall elect new and returning board members to maintain a board of 11 directors. Directors need not be a resident of the state of Virginia but must be an adult who is an active, dues paying member of the corporation. Terms of newly elected directors shall begin on October 1st in the year elected. Directors are asked to serve for a minimum of two years or more to promote continuity and institutional knowledge with the corporation and the Board of Director’s activities.
6.4. Any vacancy occurring in the Board of Directors for any cause may be filled through the approval by a majority of the remaining members of the Board of Directors, although such a majority may be less than a quorum. A director elected by the Board of Directors to fill a vacancy shall be elected to hold office until the next annual meeting of the members.
6.5. At a meeting of the members called expressly for that purpose, any director may be removed, with or without cause by the affirmative vote of a majority of the members present at a duly called meeting at which a quorum is present.
6.6. At a meeting of the Board of Directors called expressly for that purpose, any director may be removed for good cause shown by the affirmative vote of two thirds (2/3rds) of all of the directors other than the director to be removed.
7. MEETINGS OF THE BOARD OF DIRECTORS
7.1. Regular meetings of the Board of Directors may be held without notice at such time and place, within the state of Virginia, as shall from time to time be designated by the Board of Directors.
7.2. Special meetings of the Board of Directors may be called at any time by the Board of Directors. Special meetings may be held at such place or places within the state of Virginia as may be designated from time to time by the Board of Directors; in the absence of such designation such meetings shall be held at such places as may be designated in the notice or waiver of notice of the meeting.
7.3. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.
7.4. At all meetings of the Board of Directors a simple majority of the entire Board of Directors at the time of the meeting shall constitute a quorum for the transaction of business, and the action of a majority of the directors present at any duly called meeting at which a quorum is present shall be the action of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may, by a majority vote, adjourn the meeting form time to time, without notice other than announcement at the meeting, until a quorum shall be present.
7.5. A Director who joins board meetings via communication device shall be counted for the purpose of establishing a quorum.
8.1. Committees with limited authority may be designated by a resolution adopted by a majority of the directors present at a duly constituted meeting of the Board of Directors at which a quorum is present.
8.2. Committees of the Board of Directors shall act upon the authority of a majority of their duly appointed members, given at a meeting of the committee, called in the same manner as is required for meetings of the Board of Directors. All such committees shall keep minutes of their proceedings and shall report to the Board of Directors at the meeting next succeeding, and any action by the committee shall be subject to revision and alteration by the board, provided that no rights of third persons shall be affected by any such revisions or alterations.
9.1. The officers of the corporation in order of rank shall be:
- Vice President for operations
- Vice President for capital improvements
- Vice President for communications
each of whom shall be elected by and from the Board of Directors at the annual meeting of the Board of Directors. Each officer shall hold office for a term of one (1) year and until his successor has been duly elected and qualified, or until the officer’s death, resignation or removal. The officers shall be elected from the members of the Board of Directors.
9.2. The Board of Directors may elect additional vice presidents and one or more assistant secretaries, and one or more additional assistant treasurers. Any two or more offices, except those of president and secretary, may be held by the same person.
9.3. The Board of Directors may appoint such other officers and agents as it shall deem necessary or expedient, and such persons shall have the responsibility, authority and tenure as shall be determined by the Board of Directors from time to time.
9.4. Any officer or agent may be removed with or without cause, whenever the Board of Directors in its absolute discretion shall consider that the best interests of the corporation would be served thereby. Any officer or agent appointed otherwise than by the Board of Directors may be removed, with or without cause, at any time by any officer having the authority to appoint, whenever such officer in his absolute discretion shall consider that the best interests of the corporation will be served thereby. Any such removal of an officer or agent shall be without prejudice to the recovery of damages for the breach of any contract rights of the person removed. The election or appointment of an officer or an agent in and of itself shall not create contract rights.
9.6. If any officer resigns or ceases to perform their responsibilities, the position shall be filled by the Board of Directors, or by any committee or officer so designated.
9.7. The President shall be the chief executive officer of the corporation; he/she shall preside at all meetings of the members and the Board of Directors; he/she shall have general and active management of the business of the corporation, and shall see that all orders and resolutions or the board are carried into effect. He/she shall execute in the corporate name all authorized deeds, mortgages, bonds, contracts or other instruments requiring a seal, under the seal of the corporation, except in cases in which the signing or execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
9.8. The vice-presidents in the order of their seniority shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties as the Board of Directors shall prescribe.
9.9. The Vice President for Capital Improvements shall oversee all additions to the pool property and repairs.
9.10. The Vice President for Communications shall oversee the corporation’s website, email list, pool sign in procedures and all communication with the membership, including notice of meetings.
9.11. The Secretary shall attend all meeting of the Board of Directors and all meeting of the members and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the executive committee or any other committee which may be constituted. In the absence of the secretary, the chairman or the meeting shall designate a secretary to that meeting, who shall perform the functions of the secretary for that meeting.
9.12. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all money and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the Board of Directors, he/she shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
9.13. The Vice President for Operations shall oversee the day-to-day operations of the pool; shall provide direction to the pool management company responsible for the operation and safety of the pool; shall have the authority to execute agreements with the pool management company subject to the Board of Director’s approval; shall oversee and approve all rentals of the pool and corporation property, and will conduct repairs as necessary.
9.14. The officers of the corporation specified in paragraph 9.1. shall be bonded as may be determined by the Board of Directors.
10. CONDUCT OF MEETINGS
10.1. The conduct of meetings of the members and of the Board of Directors shall be in accordance with Robert’s Rules of Order, Newly Revised.
10.2. The order of business at all meetings of the members shall, in the absence of agreement to the contrary, be as follows:
10.2.1. Convening of meeting by President;
10.2.2. Reading of minutes of prior meeting by the Secretary;
10.2.3. Approval of minutes as read or corrected;
10.2.4. Presentation of financial report by Treasurer;
10.2.5. Approval of financial report;
10.2.6. Presentation of proposed Annual Budget by Treasurer;
10.2.7. Approval of Annual Budget;
10.2.8. Report of the President;
10.2.9. Reports of Committees;
10.2.10 Election of Directors;
10.2.11. Old Business;
10.2.12. New Business;
10.2.15. Adjournment by President.
11. COMPENSATION OF DIRECTORS
11.1. The Board of Directors may fix the compensation, if any, of the corporation’s directors.
12. FISCAL AND LEGAL MATTERS
12.1. All checks, drafts, order for the payment of money, notes and other evidences of indebtedness, issued in the name of the corporation in excess of $5,000 shall be signed by two officers as the Board of Directors may from time to time designate.
12.2. Fiscal Year – The fiscal year of the corporation shall be the year beginning March first (1st).
12.3. Corporate Seal – The Board of Directors shall provide for a corporate seal of such design and having such inscription as it approves. The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.
12.4. Membership Ledger – The corporation shall maintain a membership ledger containing the names and addresses of all its members. A list of all active and inactive members and their payment status, shall be provided by Membership Director to the Board of Directors annually for its review.
12.5. Books and Records – The corporation shall keep correct and complete books and records of accounts and of its transactions and minutes or the proceedings of its members and Board of Directors, and of all committee of directors, if any.
12.6. Contracts – All contracts entered into by the Board of Directors shall be signed by two directors, the President and another director of his or her choice.
13. AMENDMENT OF BY-LAWS
13.1. These by-laws may be amended by majority vote of the members at the annual meeting or any duly called regular or special meeting of the members at which a quorum is present, provided the proposed amendment to the by-laws has been fully set forth in the notice of the meeting.
14.1. The liquidation or dissolution of the corporation shall require a two-thirds (2/3rds) vote of the active members in good standing at a stated meeting called by the Board of Directors. The vote may be cast either in person or by proxy. All assets, upon liquidation, shall be distributed equally among the active members.