ARTICLE I
IDENTIFICATION AND OFFICES
SECTION 1: Name. The name of the corporation shall be the Fountain Green Swim Club, Inc., hereinafter referred to
as the “club.”
SECTION 2: Offices. The Principal Office of the Club shall be located in Harford
County, Maryland. All official correspondence shall be to sent to Fountain Green Swim Club,
ATTN: Secretary, P.O. Box 661, Bel Air, Maryland, 21014.
SECTION 3: Unless otherwise specified, all meetings of the club or the Board of Directors
shall be held at: the Fountain Green Swim Club, 1008 South Fountain Green Road, Bel Air, Maryland, 21015.
SECTION 4: The Club is organized on a non-stock, non-profit basis as specified in the Amended
Articles of Incorporation.
ARTICLE II
PURPOSE & OBJECTIVE OF THE CLUB
SECTION 1: PURPOSE The Club is established to provide and promote activities associated with the operation and
maintenance of swimming, tennis, and other recreational facilities for the benefit of the membership of the club. The club may provide instruction for such
activities as related to the use of its facilities. The club has the right to perform any function in accordance with the amended Articles of Incorporation
dated March 1, 1973. Additionally, the club will be operated in accordance with the Corporations and Associations Article of the Annotated Code of Maryland
and the Code of Maryland Regulations (COMAR).
SECTION 2: OBJECTIVE The club is formed to promote fellowship among it's members and encourage recreation,
swimming and other athletic activities. Additionally, the club is formed for the purpose of providing facilities for recreation, swimming, athletic
activities, refreshment, and entertainment of its members. The club is organized to conduct its activities on a non-profit basis, in Harford County, State
of Maryland.
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DEFINITIONS
SECTION 1: Terms used in these bylaws are used in accordance with the
following definitions. All Fountain Green Swim Club documents and correspondence should use these definitions to the maximum extent possible.
SECTION 2: DEFINITIONS
Board of Directors: Officers and Directors comprise the governing body of the Club.
Certificate Holder (OR PERMANENT MEMBER): A person who holds a certificate of membership
issued by the club that has not been cancelled and is at least twenty one years of age. Each certificate holder is entitled to one vote during
ballots/issues determined by a general membership vote.
Guest: Any person who is not a member who has paid for the temporary use of club facilities
and is accompanied by a member.
Application Fee: Non-refundable fee (specified annually by the board) paid upon placement on
the membership waiting list. This fee will be applied to the membership fee upon being offered membership to the club.
Membership Fee: A non-refundable fee paid by new members (amount specified annually by the
Board of Directors) prior to being classified as a club member. The membership fee is refundable to members who joined the Club before the 1994 season who
hold a refundable membership certificate. See footnotes on page 12.
Annual Membership Dues: Annual dues paid by club members (specified annually by the board)
remain a member in good standing.
Fiscal Year: 1
October through 30 September Updated 5/16/2005
Season: The Saturday preceding Memorial Day through Labor Day.
Member in good standing: A member who has paid all applicable fees and dues and who is not
suspended for any reason.
Temporary Members: Membership offered on an annual basis to persons residing on the top of
the waiting list. Temporary membership is further defined article IV.
ARTICLE IV
MEMBERSHIP/GUEST PROCEDURES
SECTION 1: MEMBERSHIP
A. General: The club shall only have two classes of membership.
B. Permanent Members.
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1.
Certificate holders and all persons residing in the same household and who are financially
dependent upon the club member, excluding persons residing in the same household over the age of 23.
2.
One membership certificate shall be issued upon payment of the membership dues and membership
fee.
3.
In the event of a divorce/separation, only one membership is extended per household. Legal
documents (i.e., separation agreement, court judgment etc.) shall be used to determine which certificate holder is entitled to club membership. Written
requests to re-issue a new membership certificate must include the old one.
4.
It is the responsibility of the certificate holder(s) to notify the membership director of a
change in marital status prior to the start of the season.
5.
Membership shall not be denied because of race, religion, cultural/national origin, age, sex,
marital status, or physical or mental limitations or handicaps.
6.
In the event a certificate holder is unable to exercise pool privileges for a (one) season, but
wishes to retain privileges for following season, the certificate holder may, upon application to and approval by the Board of Directors, pay such fees as
set by the Board of Directors. Upon approval, the member retains rights and privileges as a member in good standing for the following season. Inactive
members are not entitled to use the club during the season of inactive membership. Inactive member status may not exceed one calendar year after which annual
membership dues must be paid or the membership certificate is forfeited.
7.
Only residents of Harford County, Maryland are eligible to become Club members.
8.
Membership of the club shall be limited to 500 dues paying members and 7 board of directors
members.
C.
Temporary Membership (non-certificate holders).
1.
Temporary membership may be offered to families who reside at the top of the waiting list.
2.
Temporary members are afforded the same privileges as a permanent member but shall not have a
vote in the operation/management of the Fountain Green Swim Club.
3.
Temporary members shall maintain their position on the waiting list, unless permanent membership
is offered but refused by the temporary member, in such case, the temporary member will be placed at the bottom of the waiting list or removed from the list.
4.
Temporary membership shall expire at the end of the season for which it is granted.
*NOTE 1: For members who joined the club prior to 1994, the one time membership fee is refundable. In 1994, the
membership of the club at the annual general meeting voted to amend the existing bylaws such that all new membership certificates or bond payment would be a
non-refundable contribution to capital. Members who joined FGSC prior to the 1994 season will still be governed by the by-laws in existence at the time they
joined which provided that certificate/bond payments were refundable. Upon termination of membership, members who joined prior to 1994 are entitled to be
refunded the amount they paid for their respective membership based on club records. See Article 5 Section 2A Membership Resignation.
SECTION 2: GUESTS
A.
The Board of Directors will establish guest fees prior to the start of the season.
B.
Prior to admittance, the guest must be registered and guest fees paid at the office.
C.
The club member is required to remain on the club premises, as long as the guest is at the club.
D.
The member is responsible for the guest conduct.
E.
The Board of Directors may extend/authorize long-term guest procedures for recurring guest
privileges. The policy for long term guest procedures and fees will be determined prior to the start of the season. The purpose of the provision is to
allow for daycare and/or long term out of town visitors. Applications for long term guest procedures will be sent to P.O. Box 661, Bel Air, Maryland, 21014,
ATTN: Membership.
SECTION 3: SUSPENSION/REVOCATION OF MEMBERSHIP:
A.
The Board of Directors has the authority to suspend and/or revoke club membership of any club
member for deliberate or flagrant violations of the rules and regulations of the club, or for violation of criminal laws occurring on club property and/or
club facilities.
B.
Suspended club members have the right to a hearing before the Board of Directors on the proposed
suspension or revocation.
C.
Suspensions shall not exceed 7 days.
D.
Membership revocation shall require a 3/4th majority vote of the Board of Directors.
SECTION 4: Club Member Responsibilities
A. The club member shall be responsible for all persons listed under their
membership.
B. All members (and persons covered by membership) shall follow all Club operating
rules and procedures. Operating rules shall be approved by the Board of Directors and made available to Club members and employees.
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ARTICLE V
DUES, FEES, AND RESIGNATION
SECTION 1: DUES
A.
Dues shall be sufficient to provide for payment of the necessary operating expenses
of the club and the proper maintenance and improvements of its
property and such dues shall be payable by February 1 of each year. Dues and fees for the following season shall be set by the Board of Directors during the
October meeting.
B.
Dues are non-refundable and refunds will not be made for any reason, including but not limited
to suspension of club operations by any state or local government agency.
SECTION 2: MEMBERSHIP RESIGNATION
A.
If a certificate holder desires to terminate club membership, the certificate holder must submit
a written request along with the certificate, to the membership director. Written resignation requests must be post marked no later than December 31st.
B. Upon termination of membership for any cause, all indebtedness owed to the club
by certificate holder, shall be considered a lien. All outstanding charges against the certificate will be deducted prior to a certificate refund in
accordance with note 1 above. In some cases, the certificate may be taken over by the club to satisfy indebtedness.
C. In the event the club is unable to obtain possession of the certificate, it may
be canceled on the books of the club and a new certificate issued in its place to the next prospective member on the waiting list.
D. In the case of enforcement of a lien, as herein provided, neither the consent of
the holder, nor the delivery of the certificate shall be required to perfect the transfer to the club; the treasurer of the club is hereby authorized as
attorney in fact of the holder of the certificate to make the transfer.
E. Certificate holders are not eligible for membership fee refund at the time of
resignation, such payment having constituted a contribution to the capital of the club, and being non-refundable, except as provided for in Section 5 herein,
in the event of the dissolution of the club or as stated in footnote 1.
SECTION 3: MEMBERSHIP TRANSFERS.
A certificate holder may transfer the family membership certificate
to one child only. This is accomplished by written request and submission of the original certificate to the Membership Director who in in-turn will issue a
new member certificate. If the original certificate was redeemable for a bond, that bond becomes a non-refundable contribution to the capital of the Club
upon cancellation of the original certificate.
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SECTION 4: INDEBTEDNESS
A.
Membership of any club member failing to pay any indebtedness within fifteen (15) calendar days
of the second dues notice shall be suspended. A written notice of suspension shall be sent to the mailing address of record of the member. If the
indebtedness is not cleared within the established time period, membership in the club shall be terminated.
B.
The Board of Directors may levy reinstatement fines for Club members whose membership is
reinstated and/or suspension rescinded.
SECTION 5: DISSOLUTION OF THE CLUB
A.
The club may be disbanded or sold by a 2/3rd majority vote of the entire membership.
B.
All membership certificates issued before January 1, 1994 shall be a lien on the proceeds of the
sale of any property of the Club, after payment of all such debts, expenses of the sale and other obligations, to the extent of the face value of the
certificates as fixed by the Club, subject to a reduction of all debts, dues, and obligations owed by the club members to the Club.
C.
After payment of all certificates outstanding upon the effective date of dissolution of the
Club, the surplus remaining, if any, after the redemption of all membership certificates issued before January 1, 1994 outstanding at their face value, if
any, shall be distributed to all Club members pro-rata, subject to a reduction of all debts, dues, and obligations owed by the Club member to the Club.
ARTICLE VI
CLUB MEETINGS
SECTION 1: GENERAL MEMBERSHIP MEETINGS
A.
The club shall conduct no less than two general membership meetings per year.
B.
General membership meetings shall be held in the months of April and August.
C.
The agenda of the August meeting shall include the annual reports of the Board of Directors, the
election of Officers, Board of Directors and such other business as is pertinent to the successful continuation of the club, and shall hereafter be referred
to as the annual meeting.
D.
The April meeting shall include the adoption by the Board of Directors the annual budget and
operating rules and regulations as required for of the current season, and such other business as is pertinent to the successful continuation of the club.
E.
Each certificate holder shall be entitled to one vote per certificate.
F.
Proxy voting shall be permitted for ballot questions and elections.
G.
Twenty (20) calendar days prior to general membership and special club meetings, the membership
director shall publish a list of certificate holders eligible to vote.
H.
All Club members will be notified of the meeting date, time, agenda and location of the meeting,
at least ten (10) calendar days before the date of the meeting, by first class mail, sent to the last known address on file. During a special meeting, each
member in good standing shall be entitled to one vote.
I.
For the purpose of all general membership meetings, five percent (5%) of the total membership or
(25) members, whichever is less, shall constitute a quorum.
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SECTION 2: BOARD OF DIRECTORS MEETINGS
A.
Board of director meetings shall be scheduled monthly and convened quarterly at a minimum.
B.
The general membership meetings in April and August may suffice for the board of director
meetings for those months/quarters respectively.
C.
Board of director meetings will normally be held on the second Sunday of every month.
D.
Any member may attend Board of Directors meetings.
E.
The secretary will publish an agenda for each board of director meeting no later than 7 days
prior to each meeting.
F.
A minimum of five board members shall constitute a quorum.
G.
A simple majority is required to an issue before the board unless otherwise stipulated by these bylaws.
H.
Each board member shall be given one vote.
I.
In the event of a tie, the president shall cast the deciding vote.
J.
Proxy voting is not permitted.
SECTION 3: SPECIAL MEETINGS
A.
Called by either the president, a majority of the Board of Directors, or by a petition bearing
signatures representing 10 percent of total certificate holders of the club.
B.
Notice: All Club members will be notified of the meeting date, time, agenda and location at
least ten (10) calendar days before the date of the meeting, by first class mail, sent to the last known address on file.
C.
During a special meeting, each member in good standing shall be entitled to one vote.
D.
When a quorum exists, each membership certificate holder is entitled to one (1) vote.
E.
Twenty (20) calendar days prior to general membership and special club meetings, the membership
director shall publish a list of certificate holders eligible to vote.
F.
Proxy voting is permitted when applicable. Proxy voting will be done in writing.
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ARTICLE VII
OFFICERS AND DIRECTORS
SECTION 1: BOARD OF DIRECTORS
A.
The Club membership, according to Article IX shall elect seven people during the August General
Membership Meeting who shall comprise the Board of Directors.
B.
The Board of Directors shall be responsible for managing the activities of the club.
C. The Board of Directors shall include the following
positions:
1. President - shall be filled by the vice president of the
preceding year.
2. Vice President - elected by the club annually.
3. Treasurer- elected by the club biannually in an odd year
4. Secretary-elected by the club biannually in an odd year
5. The Board of Directors has three (3) additional non-officer at large positions
assigned responsibility for various Club operations related functions and activities (membership, social and swim team), elected biannually in an even year.
6. All members of the Board of Directors have voting privileges (one vote each). In
the case of a tie in the voting, the president shall cast the deciding vote. All members of the Board of Directors shall be bonded. Elected Board members
shall serve their term on a fiscal year as noted in the definitions. There will be a transition period from September to December for every elected position.
SECTION 2: OFFICERS
A.
PRESIDENT
1.
Shall preside over all meetings of the club membership and the Board of Directors.
2.
He shall be the chief executive officer of the club and shall have responsibility for the
general management and direction of the activities of the club.
3.
He shall appoint any special committee he deems necessary for proper operation of the club.
B. VICE-PRESIDENT
1.
The vice president shall, in the absence and/or incapacity of the president, perform all duties
of the president.
2.
Shall become the president for the balance of any term during which the presidency becomes
vacant.
3.
The vice president shall assist the president in matters related to the management of the club.
4.
Shall serve as chairman of special committees as assigned.
5.
The Vice President shall oversee FGSC operation and management.
6.
Chair the nominating committee.
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C. TREASURER
1.
The treasurer shall, maintain and preserve accounts of all financial transactions of the club
and have ledger books available for review upon a ten-day notice.
2.
Shall be responsible for the collection, safe keeping, and upon proper authorization, the
disbursement of all funds of the club, to be made only by check.
3.
Shall maintain an inventory listing of all properties of the club.
4.
Shall arrange for an outside review of the club books annually and prior to transfer of
authority upon change of treasurer.
D. SECRETARY
1.
The Secretary shall record and preserve the minutes of all meetings of the club and of the Board
of Directors.
2.
Shall make minutes accessible to any member upon written request.
3.
Shall be responsible for the distribution of all notices to the membership and shall conduct and
preserve all correspondence carried on in behalf of the club.
4.
Shall preserve master copies of all official documents, such as charters, deeds, by-laws, and
corporate books.
SECTION 3: AT-LARGE BOARD MEMBERS
A. MEMBERSHIP DIRECTOR
1. Maintains and preserves membership records.
2. Processes applications for prospective members and maintains the
waiting list
3. Processes and tracks renewals, inactive requests, resignations,
membership fee refunds, and new member fee and dues payments.
4. Provides club management with list of current membership no later
than the third Sunday in May.
B. SOCIAL DIRECTOR
1. Prepares for approval during the April meeting a proposed social agenda for the
upcoming season.
2. Submits a budget to the Board of Directors for approval of expenditures for
social events for the upcoming season.
3. Maintains and provide to the secretary all records and reports of social
functions within 15 days of the conclusion of a social event.
C. SWIM TEAM DIRECTOR
1. Acts on behalf of the club in all meetings with Harford Swim League.
2. Develops and maintain position description for the swim team coach.
3. Recommends to the Board of Directors a candidate for swim team coach a minimum
of two months prior to the season.
4. Prepares and submits the swim team budget to the treasurer.
SECTION 4: REMOVAL FROM THE BOARD OF DIRECTORS
A. Any member of the Board of Directors may be
removed from office for cause by a majority vote of the membership, with or without cause at the annual membership meeting, or by any special meeting called
according to these By-laws.
B. Any member of the Board of Directors may be
removed from office by the Board of Directors by a 3/4 majority vote of the entire board for failure to fulfill their responsibilities. Additionally, board
members who do attend two (2) consecutive meetings or three (3) meetings annually, may be removed from the board by a 3/4 vote of the entire board.
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ARTICLE VIII
QUALIFICATIONS OF OFFICERS AND DIRECTORS
SECTION 1: ELIGIBILITY REQUIREMENTS
A. Club members must be twenty-one (21) years of age to be eligible to be elected or appointed as board members.
B. Board members may only hold one office or
board position at one time.
C. Only one
person per certificate may hold a board position at any one time.
D. Must be a member in good standing.
SECTION 2: TERMS & LIMITATIONS
A. Each member shall be elected for a two-year term.
B. Members elected to the Board of Directors shall not be eligible to serve more
than two (2) consecutive terms.
C. Upon completion of two terms on the Board of Directors, a minimum one-year
break is required prior to election to another board position.
D. Board members who successfully fulfill their board responsibilities will not be
assessed their annual membership dues while serving on the board.
SECTION 3: EXPENSES
A. All routine expenses incurred on behalf of the club shall be
approved by a simple majority vote of the board.
B. Board members or other authorized
representatives of the club shall be reimbursed for any reasonable and properly documented expenses incurred on behalf of the club. One time purchases in
excess of $250.00 shall require prior board approval.
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ARTICLE IX
NOMINATIONS AND ELECTIONS
SECTION 1: NOMINATING COMMITTEE
A. Shall be chaired by the vice president.
B. The Secretary and Membership Director shall serve on the nominating committee.
C. Shall provide eligible names/nominees to the secretary for inclusion on the
ballot no later than fourth Sunday of July.
D. Candidates for an Officer or Director positions shall submit a written summary
announcing their candidacy and summarizing their background and experience relative to the position for which they are a candidate. Nominations must be
submitted to the Vice President no later than the third Friday in July.
SECTION 2: ELECTIONS
A. Voting shall be by ballot.
B. Ballots will be distributed at the gate, one
ballot per certificate holder.
C. Ballots may be placed in the ballot box located
in the office between August 1st and the day of the August General Membership Meeting.
D. Voting will stop 1 hour before the General
Membership meeting is called to order.
E. Votes will be tallied and election results
announced at the General Membership meeting.
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ARTICLE X
COMMITTEES
SECTION 1: STANDING COMMITTEES. There is one (1) standing committee, the nominating committee.
SECTION 2: SPECIAL COMMITTEES. The President shall be empowered to
appoint and discharge any special committees required by these by-laws or which may otherwise be considered useful in conducting the affairs of the Club.
ARTICLE XI
PARLIAMENTARY AUTHORITY
SECTION 1: The rules contained in “Robert’s Rules of Order Revised”
shall govern the club at all meetings and in all cases in which they are applicable, and in which they are not inconsistent with the by-laws or special rules
of order of the club.
SECTION 2: Any deviation from or interpretation of these by-laws
shall be resolved by the Board of Directors.
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ARTICLE XII
USE OF CLUB FACILITIES BY NON-MEMBERS
The Board of Directors, by majority vote, has the authority to
extend the use of the Club facilities to any person or persons if such use does not interfere with the use of the Club facilities by the Club Members.
Outside Clubs and organizations may apply to use the Club facilities. All requests
must be presented in writing, for approval by the Board of Directors at least sixty (60) days prior to the requested date to use the club facilities. Those
Club and organizations to which the use of the club facilities is granted will be subject to the rules and regulations governing the use of the Club’s
facilities as presented to them by the Board of Directors.
The Board of Directors has the authority to assign a rental charge
for the use of the club facilities. Any rental of the club shall not unduly interfere with normal usage of the Club facilities by the Club members.
ARTICLE XIII
RULES AND REGULATIONS
The rules and regulations governing operations of
the club shall be forwarded by the Board of Directors prior to the April meeting each year, and outlined and published at the April meeting.
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ARTICLE XIV
METHOD OF AMENDING THE BY-LAWS
These by-laws may be amended at any meeting of the club when a quorum is present, and providing the text
of the proposed amendment shall have been included in the meeting notice distributed to the membership prior to that meeting.
ARTICLE XV
MISCELLANEOUS
SECTION 1: Each person who acts as director or officer of the club
shall be indemnified by the club against expenses actually and necessarily incurred by him in connection with the defense of any action, suit or proceeding
in which he is made a party by reason of his being or having been a director or officer of the club, except in relation to matters as to which he shall be
adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct, and except any sum paid for the club in settlement of an
action, suit or proceeding based on gross negligence or willful misconduct in the performance of his duties.
SECTION 2: The right of indemnification provided herein shall insure
to each director and officer referred to in SECTION 1, whether or not he is such director or officer at the time such costs or expenses are imposed or
incurred, and in the event of his death shall extend to his legal representatives.
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ARTICLE XVI
ETHICS POLICY/CONFLICTS OF INTEREST
SECTION 1: To enable the club to conduct its business effectively,
and to foster confidence in the integrity of its officers and board members, the highest standards of ethics must be maintained.
SECTION 2: No officer or board member shall render services to
represent, or undertake to act for any outside concerns doing business with the club whether compensation is received or not received. Any exceptions to
this provision require a majority vote of the entire Board of Directors, after the board has determined that such services do not conflict with the interests
of the Club.
SECTION 3: No board member or member of the club, shall solicit or
accept, or permit their spouse or other family member to accept any personal financial benefit from capital improvement work to the club. Excluding club
employees, family members of club members are not permitted to receive compensation from the club for services rendered without approval from the board
through a majority vote of the Board of Directors. Compensation paid to family members, if any will be established and approved by the Board of Directors.
ARTICLE XVII
CAPITAL IMPROVEMEMENTS
SECTION 1: All capital improvements require a minimum of three
separate bids.
SECTION 2: Improvements in excess of $100,000 require a simple
majority vote of the membership.
FOOTNOTES
NOTE 1 In 1994, the membership of the club at the annual general
meeting voted to amend the existing by-laws such that bonds (membership fee) shall be a non-refundable contribution to the capital of the Club.
NOTE 2 Members who joined FGSC prior to the 1994 season holding a
membership certificate shall upon timely resignation shall be eligible for a refund of their membership fee. Membership fee refunds shall be taken in order
of resignation as deemed prudent in the discretion of the Board of Directors. No interest shall be paid on the amount of the refund due.
These Bylaws were submitted and approved by a majority of the membership of Fountain Green Swim Club that were present at
the April 2003 General Membership Meeting.
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Approved By:
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