BY LAWS OF
THE CHEVERLY SWIM AND
RACQUET CLUB, INCORPORATED
ARTICLE I Name
The name of this organization shall be THE CHEVERLY SWIM AND RACQUET CLUB, INCORPORATED, hereinafter to be referred to as the Corporation.
ARTICLE II Purpose
The purpose of the Corporation shall be primarily to furnish swimming, tennis, and other recreational facilities for the members and their family units, and guests to the extent as shall be provided under standing rules approved by the Board of Directors. For this purpose, the Corporation shall be considered a non-profit entity operating in this capacity.
ARTICLE III Directors
1. The Corporation shall be managed by the Board of Directors, twelve in number.
2. The Directors shall be members and shall be elected at the annual meeting of the membership as specified in Article V. The term of office of Directors shall be three years. One-third of the Board shall be elected each year.
3. A nominating committee shall be appointed by the President subject to the approval of the Board of Directors at least ninety days prior to the annual meeting.
4. Any candidate for the office of Director shall file his petition endorsed by five members at least sixty days prior to the date of the annual meeting.
5. Any vacancy on the Board of Directors shall be filled by majority vote of the remaining Directors; but the Director so elected shall hold office only until the qualification of a Director who shall be elected at the next annual meeting of the members of the Corporation to complete the unexpired term.
6. If a Director fails to attend three consecutive meetings of the Board of Directors, or otherwise fails to perform any of the duties devolving upon him as a Director, his office may, after his having been granted an opportunity for a hearing, be declared vacant by the Board of Directors and the vacancy filled as herein provided.
7. Any Director of the Corporation may be removed from office by the affirmative vote of two-thirds (2/3) of the Directors present at a special meeting held for the purpose, but only after an opportunity to be heard has been given him.
ARTICLE IV Membership
1. Regular membership in the Corporation is limited to a maximum of five hundred and seventy-five memberships. In addition to regular membership, guest and honorary memberships may be issued subject to terms and conditions established by the Board of Directors under its standing rules.
2. One membership certificate shall be issued to an individual or jointly to a husband and wife with right of survivorship and this membership entitles all members of the family unit to utilize the Corporation’s facilities upon the payment of dues as fixed by the Board of Directors. A family unit for the purpose of this section shall include:
(a) All persons permanently residing in the same housing unit related by blood or marriage to the owner or joint owners.
(b) All other persons permanently residing in the same housing unit who are legally and/or financially dependent upon the owner or joint owners.
3. Membership privileges for any given individual or family unit may be suspended by the management for a period not exceeding three days. Membership privileges may be suspended for a longer period of time, or the member can be expelled for due cause and after having been granted an opportunity for a hearing before the Board of Directors, by a two-thirds vote of the entire membership of the Board of Directors. Due cause for suspension or expulsion shall, in general, consist of violation of these By Laws or the standing rules of the Corporation, or of conduct detrimental to its members. Failure to pay required operating dues will cause membership privileges to be suspended until such dues are paid, and failure to pay required operating dues for a period of six months after first due shall be cause for expulsion. In case of expulsion, the Corporation shall repay the member’s equity as determined under Section 4 of this article, less dues in arrears. A member expelled by the Board of Directors may be reinstated by a majority vote of members at a duly called special or general membership meeting after an opportunity to be heard has been given both the member and a representative of the Board of Directors.
4. Memberships are not transferable. When a regular member resigns or the membership is terminated, refund of the equity will be made by the Corporation when the certificate is reissued or as otherwise provided by action of the Board of Directors. A member’s equity shall be his initiation fee (excluding federal excise tax and dues paid) reduced by 5 per cent on June 1, 1960, or on the first June 1 of his membership thereafter, and reduced by the same amount on each June 1 for the next nine (9) consecutive years of his membership. A member’s equity shall not be reduced below 50 per cent of its initial refund value.
5. Applications for regular memberships must be made in writing and the applicant endorsed and recommended by two memberships in good standing.
6. All applications for regular memberships shall be referred to a Membership Committee. Each applicant must receive the affirmative approval of the Committee before his application may be referred to the Board of Directors for consideration.
7. Applications for membership which have been approved by the Membership Committee shall then be recommended to the Board of Directors by the Chairman of the Membership Committee. All such applications must then receive the unanimous approval of the Board of Directors before the applicant is eligible for membership.
ARTICLE V Membership Meetings
1. The annual meeting of the members shall be held in November of each year at such time and place as the Board of Directors shall designate.
2. Special meetings of the membership may be called at any time by majority vote of the Board of Directors, and shall be called by the Board of Directors within twenty-one (21) days of the receipt of the written request of not fewer then fifty members of the Corporation.
3. At least fourteen (14) days before the date of any annual or special meetings of the members, the Secretary shall cause written notice thereof to be handed to each member in person, or mailed to each member at his address as the same appears on the records of the Corporation. For special meetings these notices shall indicate the purpose of the meeting, and no other business may be transacted at such special meetings.
4. Members in good standing shall be entitled to vote in the affairs of the Corporation. There shall be no more then one vote per family unit. A member may vote in person or by proxy in writing.
5. In voting for Directors, each member shall be allowed one vote for each seat to be filled. Cumulative voting shall not be permitted.
6. It shall be the duty of the Secretary to afford every member the opportunity to vote by mail for candidates to the Board of Directors and on all proposed amendments of the By Laws of the Corporation. All mail ballots must be in the hands of the Secretary on the date fixed for such meeting or voting.
ARTICLE VI Officers and Their Duties
1. The Officers of the Corporation shall be a President, Vice President, Treasurer and Secretary, all of whom shall be elected by the Board of Directors, from their own number. Officers shall be elected at the first meeting of the Board of Directors following the annual meeting of the members. Unless sooner removed as herein provided, they will hold office for a term of one (1) year and until the election and qualification of their respective successors.
2. The President shall:
(a) Preside at all meetings of the members and at all meetings of the Board of Directors;
(b) Act as contracting officer for the Corporation in connection with all business as authorized by the Board of Directors;
(c) Direct and supervise all employees of the Corporation. This authority may be delegated.
3. The Vice President shall have and exercise all the powers, authority and duties of the president during the absence or disability of the later.
4. The Treasurer shall have responsibility for:
(a) Custody of all funds, securities, valuable papers and other assets of the Corporation, subject to such limitations and control as may be imposed by the Board of Directors;
(b) Signing all checks, drafts and other orders for the disbursement of the Corporation’s funds, and collecting the Corporation’s revenue;
(c) Providing and maintaining full and complete records of all the assets and liabilities of the Corporation;
(d) Preparing and submitting to the Board of Directors a financial statement showing condition of the Corporation as of the close of business of the last business day of each month within twenty-one (21) days after the close of each month;
(e) Preparing such financial reports and tax returns as are required by law.
5. The Secretary shall have the responsibility for the preparation and maintenance of the full records of all meetings of the Board of Directors and of the members of the Corporation, including complete returns of all elections conducted in such meetings. He shall give or cause to be given, in the manner herein prescribed, proper notice of all meetings of the members, and he shall be responsible for conducting all correspondence pertaining to his office and keeping the membership records.
6. In addition to the specific enumerated duties of officers as prescribed herein, any officer shall perform such other duties as customarily appertain to his office or as he may be directed to perform by resolution of the Board of Directors not inconsistent with these By Laws or existing statutes.
7. When any officer is absent, disqualified or otherwise unable to perform the duties of his office, the Board of Directors may designate another member of the Board to act temporarily in his place.
8. Any officer of the Corporation may be removed from office by the affirmative vote of two-thirds of the Directors present at a regular or special meeting of the Board of Directors, provided that previous notice that such motion will be made is given prior to such meeting, and provided that the officer is given an opportunity to be heard.
9. All officers of the Corporation shall serve without compensation or emoluments.
ARTICLE VII Meetings and Duties of Directors
1. Regular meetings of the Board of Directors shall be held at least once a month. The President of the Board of Directors and, in his absence, the Vice President, may call a special meeting of the Board at any time. A special meeting shall also be called by request of any three Directors. The time and place of each meeting shall be fixed by the President. The Secretary shall give notice of each meeting to each of the Directors. For any meeting of the Board of Directors, seven Directors shall constitute a quorum.
2. The Board of Directors shall be vested the authority for general direction and control of the affairs of the Corporation. Their authority shall extend to, but not limited to, such actions as:
(a) Establishing, publishing and enforcing reasonable rules for the use of the Corporation’s facilities;
(b) Establishing annual dues and initiation fees;
(c) Accepting or rejecting proposed members by secret ballot;
(d) Employing, fixing the compensation of, and prescribing the duties of such employees as may, in the discretion of the Board, be necessary; (The Board may delegate its authority in this matter to individuals or committees it may designate.)
(e) Fixing the amount and character of and approving surety bonds required of any persons handling or having custody of funds;
(f) Electing and removing from office of officers as herein provided;
(g) Electing of directors to fill vacancies as herein provided;
(h) Authorizing the incurring of obligations and the payment of such obligations; authorizing of investments of the Corporation;
(i) Preparing and submitting to members present a financial report at the annual meeting;
(j) Providing for competent audit of the Corporation’s books and records when deemed necessary by the Board of Directors.
3. The Board of Directors shall have no authority to sell, rent, lease, grant easements other then those necessary to secure utility service, or otherwise dispose of or encumber the real property of the Corporation without a majority vote of its members, except that the Board may, if necessary, mortgage the property for the purpose of raising funds for operation or expansion in accordance with the purposes for which the Corporation was organized.
ARTICLE VIII Committees
1. The President shall be authorized to appoint such committees as he shall deem necessary. The chairman of these committees shall be designated by the President, subject to the approval of the Board of Directors.
2. The Membership Committee shall consist of a Chairman and at least four appointive members. The Committee shall process applications for membership and exercise general supervision over matters relating to membership. The Committee shall be empowered to qualify applicants at any time, subject to requirements stated elsewhere in these By Laws.
ARTICLE IX Operating Fees
1. The annual dues for regular members of the Corporation shall be recommended and established by the Board of Directors as may be necessary to meet budgeted requirements. Budgetary proposals for the current fiscal year shall be presented at a general membership meeting prior to adoption by the Board of Directors.
2. All dues for the current season shall be paid on or before the opening of the pool.
ARTICLE X Adoption of By Laws and Amendments Thereto
1. These By Laws shall become effective immediately upon approval by the Board of Directors and shall remain in effect until amended in accordance with provisions contained herein.
2. Amendments to these By Laws may be made by a two-thirds vote of the membership.
(a) Proposed amendments may originate with the Board of Directors or by petition signed by fifty (50) members of the Corporation who are in good standing.
(b) All proposed amendments must be submitted to the Board of Directors for its recommendation to the membership before being voted on by the members.
(c) The proposed amendments must be printed and circulated by mail to each member.
(d) Voting on proposed amendments to these By Laws shall be conducted by mail. Regular members shall return their ballots within 21 days from the date of the notice.
3. Copies of these By Laws shall be made available to all members.
ARTICLE XI Property and Finances
1. The Board of Directors shall approve and authorize in annual budget and supplements and amendments thereto, amounts of expenditures and obligations to be incurred by the officers of the Corporation. The amounts approved and authorized shall be incurred for the purpose designated by the Board of Directors as authorized by these By Laws. No expenditures or obligations other than from a petty cash fund shall be incurred or made except as provided in this paragraph.
2. All disbursements of funds of the Corporation shall be made by checks signed by the Treasurer, provided, however, that the Board of Directors may, by resolution, provide for the establishment of a petty cash fund to be maintained in a minimum amount of twenty-five ($25) dollars and a maximum amount of one hundred ($100) dollars, for postage and for defraying other expense items of the Corporation in amounts of fifteen ($15) dollars or less per item. All checks must be signed by the Treasurer and countersigned by one other officer.
3. All funds of the Corporation shall be deposited within a reasonable time of their receipt and in an institution, the deposits of which are insured by a Federal or a State of Maryland sponsored insurance corporation.
4. Funds of the corporation may be invested only in obligations of the United States Government or in institutions whose deposits are insured by agencies of the United States Government or the State of Maryland. They may not be loaned to or invested with an officer, director or member of the Corporation or to or with any other person, agency or government instrumentality.
5. The Board of Directors shall require adequate fidelity bonds for the faithful performance by the Treasurer of his duties, the premiums to be paid from corporate funds.
6. Effective June 1, 1960, the receipts from the sale of reissued memberships shall be deposited in a special account maintained for that purpose and shall be available only for refunds of surrendered memberships or for major repairs and/or replacement of Club facilities.
7. All Corporation checking and savings accounts will require two signatures (Treasurer and one officer) for withdrawals from the account.
ARTICLE XII General
1. All books of account, minutes of meetings, committee reports and other records of this Corporation shall be available to members of the Corporation at reasonable times and upon request of the Secretary made in writing.
2. No action shall be taken by the Directors, officers or members of this Corporation which is contrary to the limitations imposed by the Commissioners of Prince George’s County at the time the Special Zoning Exception was granted. A copy of these limitations shall be kept on file by the Secretary.
3. Complaints and suggestions of members shall be made in writing to the Board of Directors for investigation and action, if any.
4. No member of the Corporation shall approach, solicit, or engage personnel for employment or special services to the Corporation without prior approval of the Board of Directors. Likewise, no financial contributions, gifts, or donations shall be solicited or accepted to benefit the Corporation without prior approval of the Board of Directors.
5. The rules contained in Robert’s Rules of Order, Revised, shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these By Laws or the special rules of order of this Corporation.
Adopted as Revised September 1975