BYLAWS OF THE CHEVERLY SWIM AND RACQUET CLUB, INCORPORATED
ARTICLE I – Name
The name of the organization shall be THE CHEVERLY SWIM AND RACQUET
CLUB, INCORPORATED, hereinafter to be referred to as “the Corporation.”
ARTICLE II – Purpose
The primary purpose of the Corporation shall be to furnish swimming, tennis, and other
recreational facilities for the membership and guests to the extent as shall be provided
under the 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 – Board of Directors
1. The Corporation shall be managed by a Board of Directors, hereinafter to be referred
to as “the Board,” twelve in number.
2. Individuals standing for election as a Director must be members in good standing
prior to their election as a member of the Board. The term of office of Director shall
be three years. Elections will occur annually.
3. Directors shall serve no more than three consecutive terms.
4. Unexpired-term vacancies on the Board shall be filled by majority vote of the
remaining Directors; the Director so appointed shall hold office to complete the
unexpired term.
5. If a Director fails to perform any of the duties of a Director, the Director may be
removed from office.
6. Any Director 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 of voting on
termination of the Director. The Director shall be granted an opportunity for a hearing
on the removal and if removed the vacancy filled as herein provided.
7. Except in the case of fraud and deliberate misconduct, no Director shall have any
liability to a member or any other individual in connection with other acts as a
Director.
8. Current Directors are not permitted to be employed by the Corporation.
9. All Directors of the Corporation shall serve without compensation.
10. Directors of the Corporation shall not directly supervise a member of their family,
who is employed by the Corporation.
ARTICLE IV – Rules for Board Elections
General Rules/Guidelines
1. CSRC holds elections for Directors annually, as provided for in the Bylaws.
2. The CSRC Secretary oversees the election process. In the event the Secretary is
standing for election, the Secretary should recuse themselves from participating in
any portion of the election relating to their own election, and the Board will provide
for at least one additional Board member to participate in administering the election.
3. Elections are typically held in November or December, to provide for the transition of
expiring Board members’ terms and selection of new officers every January.
4. In addition to election of Directors, the annual election provides an opportunity for
members to vote on any bylaw amendments or other matters requiring votes of all
members.
5. The method of voting is via electronic ballot, using any mechanism that provides for
anonymous voting but that also has the ability to verify/validate that each membership
casts only one vote.
6. Election communications shall provide a means through which members who are
unable to vote electronically may request an alternative (paper) means of voting.
7. Members shall have not less than one week (7 days) and ideally at least two weeks
(14 days) to cast their ballots.
8. Ballots for Directors – electronic or paper – must provide for a write-in option.
a) Write-in candidates for Directors must receive at least 50 votes. Write in candidates,
if elected, must also meet all eligibility criteria set forth in these rules and the
Bylaws before becoming part of the Board.
9. The Secretary (or their designee as provided for above) is the ultimate arbiter of the
validity of any ballot or procedural issue with elections. Decisions of the Secretary
may be appealed to the CSRC Governance Committee, then the full CSRC Board.
Board Member Eligibility Criteria and Nominations Process
1. The Secretary should elicit Board nominations from the membership at least two weeks before the commencement of the annual election, and ideally one month in advance of the annual election. The Secretary and Membership Chair will confirm
the eligibility of nominees.
2. To be eligible for Board service, nominees must be at least 18 years of age at the time
of their election, and must meet all other eligibility criteria set forth in the CSRC
Bylaws. For the avoidance of doubt, individuals over 18 who are part of the same
membership are considered distinct for purposes of calculating terms of prior Board
service, but only one individual from a membership may serve on the Board at any
time.
3. The Secretary will request from each nominee a short (less than 300 word) personal
statement that includes biographical information and a photo.
4. The Secretary will maintain a document enumerating the anticipated responsibilities
and time commitments of Board members, and will provide this document to all
interested Board nominees and ask them to confirm their understanding of it prior to
submitting their nomination.
ARTICLE V – Membership and Membership Dues
1. Membership in the Corporation shall be issued by the Board each year in categories
as the Board deems appropriate.
2. A membership gives those individuals qualifying and identified on the membership
application the right to use the Corporation’s facilities during regularly scheduled
operating hours in accordance with the standing rules adopted by the Board.
3. Applications for membership shall be in such form as authorized by the Board.
Applicants will be required to submit a list of all individuals covered under the
membership and to verify that all qualifications for membership are met, as
determined by the Board at its sole discretion.
4. Each year the Board, as it deems necessary, shall set the dues and the equity fees for
each membership category and the number of maximum full memberships.
5. Memberships are not transferable. Memberships in the Corporation are available
without regard to race, religion, national origin, marital status and sexual orientation.
6. Failure to pay membership dues will cause membership privileges to be suspended
until such dues are paid, and failure to pay membership dues by a date established by
the Board may be cause for expulsion.
7. Memberships, in whole or in part, may be suspended or terminated for due cause, by a
majority of the Board. The Membership shall be granted an opportunity for a hearing
before the Board on the suspension or termination. Due cause for suspension or
termination shall consist of illegal activity on the Corporation’s grounds, or violation of these Bylaws or the standing rules of the Corporation, or of conduct deemed detrimental to the membership.
8. All individuals covered by the Corporation’s membership, and any and all guests,
must comply with the Rules and Regulations of the Corporation, as adopted by the
Board, and with instructions of the pool staff, and are expected to conduct themselves
in a manner consistent with the continuing health, safety, and self-respect of the other
users of the Corporation. Upon failure to comply with Rules and Regulations on the
part of the members or guests; or refusal to comply with the request of the Manager
or staff of the Corporation; or conduct that is detrimental to the health, safety, and
self-respect of the other users of the Corporation’s facilities; or destruction of the
Corporation’s property; the Board may take disciplinary actions as it deems
appropriate, including suspension of membership rights or the expulsion of the
membership unit in whole or in part.
9. In case of termination, the Corporation shall repay the member’s equity, less dues in
arrears, as herein provided. A member expelled by the Board may be reinstated by a
majority of one vote per membership present at a duly called special membership
meeting after an opportunity to be heard has been given to both a representative of the
membership and a representative of the Board.
10. When a membership is resigned or terminated, refund of the equity due, less dues in
arrears, will be made by the Corporation. A member’s equity (excluding federal
excise tax and dues paid) shall be reduced by 10 per cent on June 1, for the first 5
consecutive years of the membership. A member’s equity shall not be reduced below
50 per cent of its initial refund value.
11. Membership dues for the current season shall be paid on or before the opening of the
pool on a date set annually by the Board for entry to the club.
ARTICLE VI – Membership Meetings
1. An annual meeting of the membership shall be held each year at such time and place
as the Board shall designate.
2. Special meetings of the membership may be called at any time by majority vote of the
Board and shall be called by the Board within twenty-one (21) days of the receipt of
the written request of not fewer than fifty (50) memberships of the Corporation.
3. At least seven (7) days before the date of any annual or special meeting of the
membership, the Secretary shall give notice thereof. For special meetings these
notices shall indicate the purpose of the meeting, and no other business may be
transacted at such special meetings.
4. Memberships in good standing shall be entitled to vote in the affairs of the
Corporation. There shall be no more than one vote per membership. A member may
vote as provided in the standing rules adopted by the Board.
5. In voting for Directors, each membership shall be allowed one vote for each seat to be
filled.
6. It shall be the duty of the Secretary to afford every member the opportunity to vote for
candidates to the Board and on all proposed amendments of the Bylaws of the
Corporation. All ballots must be received by the Secretary on the date fixed for such
meeting or voting.
ARTICLE VII – Officers and Their Duties
1. The Officers of the Corporation shall be President, Vice President, Treasurer and
Secretary, who shall be elected by the Board, from their own number. Officers shall
be elected at the first meeting of the Board following the Board election. Unless
sooner removed as herein provided, they will hold office for a term of one (1) year
and until the election of their respective successors.
2. The President shall:
(a) Preside at all meetings of the members and at all meetings of the Board;
(b) Have general supervision over the affairs of the Corporation;
(c) Have authority to approve expenditures up to an amount deemed appropriate by
the Board;
(d) Act as contracting officer for the Corporation in connection with all business as
authorized by the Board;
(e) Be authorized to appoint such committees as the President shall deem necessary.
The chairman of these committees shall be designated by the President, subject to
the approval of the Board.
3. The Vice President shall have and exercise all the powers, authority and duties of the
President during the absence or disability of the President. In case of absence or
disability of the Vice President, these duties shall be performed by the Secretary or
Treasurer (in that order).
4. The Treasurer shall:
(a) Have custody of all money, securities, valuable papers and other assets of the
Corporation, subject to such limitations and control as may be imposed by the
Board;
(b) Sign all checks, drafts and other orders for the disbursement of the Corporation’s
funds, and collect the Corporation’s revenue;
(c) Provide and maintain full and complete records of all the assets and liabilities of
the Corporation;
(d) Prepare and submit to the Board 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) Prepare such financial reports and tax returns as are required by law;
(f) Serve as primary liaison with financial agents as employed by the Board to assist
with the financial well-being of the Corporation;
(g) Arrange to have the corporation’s books reviewed or audited once a year by an
outside source approved by the majority of the Board.
5. The Secretary shall:
(a) Prepare and maintain the full records of all meetings of the Board and of meetings
of the membership of the Corporation, including complete results of all votes
conducted at such meetings;
(b) Notify members and the Board of all meetings and prepare all correspondence
pertaining to the office.
6. In addition to the specific enumerated duties of the Officers as prescribed herein, any
Officer shall perform such other duties as customarily pertain to the office or as may
be directed to perform by resolution of the Board not inconsistent with these Bylaws
or standing rules.
7. When any Officer is absent, disqualified or otherwise unable to perform the duties of
his or her office, the Board may designate another member of the Board to act
temporarily in his or her place.
8. Any Officer of the Corporation may be removed from office by the affirmative vote
of two-thirds (⅔) of the Directors present at a regular or special meeting of the Board,
provided notice that such a motion will be made is given to the Board prior to such
meeting. The Officer shall be granted an opportunity for a hearing on the removal and
if removed the vacancy filled as herein provided.
9. All officers of the Corporation shall serve without compensation.
10. Officers of the Corporation shall not directly supervise a member of their family, who
is employed by the Corporation.
ARTICLE VIII – Meetings and Duties of Directors
1. Regular meetings of the Board shall be held monthly. The President of the Board and,
in the absence of the President, the Vice President, may call a special meeting of the
Board at any time. A special meeting may also be called by request of any three
Directors. For any meeting of the Board, seven Directors shall constitute a quorum.
2. When a decision on a matter before the Board cannot be held until the next scheduled
Board meeting, the Board may vote as provided in the standing rules adopted by the
Board. A majority of the Board members shall constitute a quorum. A vote by the
majority of the Board members voting shall be binding.
3. The Board shall be vested the authority for general direction and control of the affairs
of the Corporation. Their authority shall extend to, but is 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) Employing, fixing the compensation of, and prescribing the duties of such
employees as may be necessary. (The Board may delegate its authority in this
matter to individuals or committees it may designate.);
(d) Fixing the amount and character of, and approving surety bonds required of any
persons handling or having custody of funds;
(e) Electing and removing from office the Officers as herein provided;
(f) Electing to fill vacancies as herein provided;
(g) Authorizing the incurring of obligations and the payment of such obligations;
authorizing of investments of the Corporation;
(h) Preparing and submitting to members present a financial report at the annual
meeting;
(i) Providing for competent audit of the Corporation’s books and records when
deemed necessary by the Board;
(j) Creating and adopting standing rules for the Corporation.
4. The Board shall have no authority to sell, rent, lease, grant easements other than 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 IX – Property and Finances
1. The Board shall approve and authorize an annual budget, and supplements and
amendments. The amounts of expenditures and obligations incurred by Directors of
the Corporation shall be approved and authorized and shall be incurred for the
purpose designated by the Board as authorized by these Bylaws. 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 the Treasurer or by a
designee of the Board.
3. All funds of the Corporation shall be deposited within thirty (30) days 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 shall require adequate fidelity bonds for the faithful performance by the
Treasurer of his/her duties, the premiums to be paid from corporate funds.
6. Equity income from memberships shall be deposited in a special interest-bearing
account maintained for the purpose of refunding equity to surrendered memberships
and the interest used for major repairs and/or replacement of the Corporation’s
facilities.
ARTICLE X – General
1. All books of account, minutes of meetings, committee reports and other records of the
Corporation shall be available to members of the Corporation in reasonable time and
upon request to the Secretary.
2. No action shall be taken by the Directors or members of the 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. No member of the Corporation shall approach, solicit, or engage personnel for
employment or special services without prior approval of the Board. Likewise, no
financial contributions, gifts, or donations shall be solicited or accepted by the Corporation personnel or Directors to benefit the Corporation without prior approval
of the Board.
4. The rules contained in Robert’s Rules of Order, Revised, shall govern the Corporation
in all cases in which they are applicable and are not inconsistent with these Bylaws or
the special rules of order of this Corporation.
ARTICLE XI – Adoption of Bylaws and Amendments
1. These Bylaws shall be approved by the Board and presented to the membership for
approval. The membership shall approve the Bylaws by a majority of one vote per
membership as provided in the standing rules adopted by the Board.
2. These Bylaws shall become effective immediately upon approval by the Board and
the membership and shall remain in effect until amended in accordance with
provisions contained herein.
3. Amendments to these Bylaws may be approved by a vote, as provided in the standing
rules adopted by the Board, of the majority of the membership voting in an election to
amend the bylaws.
(a) Proposed amendments may originate with the Board or by petition signed by fifty
(b) Proposed amendments must be submitted to the Board for consideration before
being voted on by the membership.
(c) Proposed amendments must be made public to each member.
(50) memberships in good standing.
4. Copies of these Bylaws shall be made available to all members.
Adopted as Revised – December 2022
