THE BY-LAWS OF THE GARRETT PARK SWIMMING POOL ASSOCIATION, INC.
(Incorporated under the laws of Maryland)
As amended, January 2022
ARTICLE I – Qualification for Membership
- Membership in the Association shall be limited to eight hundred (800) full dues paying persons eighteen years of age or older.
- Qualification(a) Membership shall be open to bona fide residents of (i) the Town of Garrett Park; (ii) the Garrett Park Estates and White Flint subdivisions bounded by Strathmore Avenue on the South, Rockville Pike on the West, the B&O Railroad on the North and Flanders Avenue on the East; and to (ill) residents of other areas provided, however, that members not resident in the area described in (i), and (ii) above shall not exceed thirty (30) percent of the total membership unless necessary for the financial security of the Association, as determined by the Board of Directors.(b) The Board of Directors may, at its discretion, offer a limited one-season or partial-season only membership to a select number of individuals and/or families. Such limited members shall have the same rights, privileges and obligations as the regular members except they shall not be subject to any deficit or special assessment levied on the general membership by the Board of Directors. These limited memberships are not renewable. Limited members shall pay the appropriate annual dues as determined by the Board of Directors for the general membership plus a special fee no less than twenty percent (20%), and up to thirty five percent (35%), of the appropriate initiation fee.
- Membership shall be granted to any qualified applicant after review and approval by the Membership Committee. Upon payment of the initiation fee and the annual dues, and special assessments, if any, for the current year, the applicant shall be duly inscribed on the roll of members of the Association. New members shall not, however, be subject to any deficit assessments in respect to fiscal years in which they were not members.
- Dependent children whose parent(s) or guardian(s) are active members in good standing of the Association shall be deemed Junior Members.
ARTICLE II – Membership Privileges
- Members of the Association shall have the right to vote, hold office, and take part in the meetings of the Association and shall be entitled to use the Association’s swimming pool and other facilities without the payment of special fees, subject to such rules as the Board of Directors may from time to time adopt.
- Junior Members of the Association shall be entitled to use the Association’s swimming pool and other facilities without the payment of special fees, subject to such rules as the Board of Directors may from time to time adopt, but they shall not have the right to vote, hold office, or participate in the business of the Association.
- The use of the pool by non-members and children of non-members shall be subject to such rules as the Board of Directors, acting in the best interests both of the members and of the community, may from time to time adopt.
ARTICLE III – Initiation Fees, Dues, and Assessments
- Initiation Fees
An initiation fee, as determined by the Board of Directors, shall be paid by each member joining the Association after September 1976.
- Annual Dues Notification
The dues for each fiscal year shall be determined by the Board of Directors and shall be announced no later than at the Spring Meeting or in a notice sent by electronic mail and posted on the website and to local digital platforms accessible to the membership as soon after the Spring Meeting as possible.
- Special Assessments(a) A deficit assessment to cover a deficit in the previous season’s operations may be levied on each member by the Board of Directors and, if levied, shall be announced at the same time and in the same manner as the amount of the annual dues for the current year.(b) A special assessment for any other purpose shall only be levied by a majority vote of the members present at the Annual Meeting or at a special meeting called for that purpose.
- Inactive Status
A member who cannot use the pool or the Association’s other facilities during any part of the fiscal year may become an inactive member. The following conditions apply:(a) Inactive status must be declared prior to May 25.(b) The member may be exempt from a portion of annual dues for that fiscal year.(c) A member may retain inactive status for no more than two consecutive years. If, after two years of inactive status, the member does not reinstate active status, membership will be terminated resulting in the member being dropped from the roll and forfeiting their initiation fee.(d) Inactive members are subject to special assessments unless the resolution levying the special assessment provides otherwise.
(e) The Board of Directors may suspend inactive status due to extraordinary circumstances that jeopardize the financial sustainability of GPSPA.
(f) The Board of Directors may exercise discretion regarding the start and/or duration of inactive status.
A member in good standing who wishes to resign from the Association shall inform the Board in writing by electronic mail or via the resignation link on the website. Resignation will result in the member being dropped from the roll and forfeiting their initiation fee. For Members who initiated prior to January 1, 2019 and who are in good standing, the Board of Directors may repurchase the membership by refunding not less than fifty (50) percent of the initiation fee paid by said member.
A member whose annual dues have not been paid, or inactive status has not been requested, by May 25 of the current fiscal year, shall be denied all membership privileges including the use of the pool. If these monies are not paid by June 15 of the current fiscal year, the member will be dropped from the roll and shall forfeit their initiation fee.
ARTICLE IV – Membership Meetings and Fiduciary Matters
- Fiscal Year
The fiscal year of the Association shall begin on the first day of January of each year.
- Regular Member Meetings(a) Annual Meeting The regular Annual Meeting of members of the Association shall be held each year in the Fall, in the evening, on a date to be selected by the Board of Directors but not later than the second Wednesday in November.(b) Spring Meeting A regular Spring Meeting of members of the Association shall be held on a date and at a time to be decided by the Board of Directors but not later than the fourth Wednesday in April.(c) Summer Meeting A regular Summer Meeting of members of the Association shall be held on a date and at a time to be decided by the Board of Directors, but shall not be before Memorial Day nor after Labor Day.
- Special Meetings
Special meetings of members of the Association may be called at any time by vote of a majority of the Board of Directors, or by a request signed by fifteen members of the Association and delivered to the Secretary not less than fourteen (14) days before the day on which such special meeting is desired. The purpose for which such special meeting is called shall be stated in the notice of said meeting and no other business shall be entertained or transacted at the special meeting.
- Notice of Meetings
Written notice of each meeting shall be electronically mailed and posted on the Association website and relevant digital “listservs” at least seven (7) days before the date of the meeting. The notice shall be delivered to the electronic mail address of each member as it appears on the books of the Association except that one notice shall suffice for all members residing at the same address. Failure to give notice of a regular Annual Meeting, or any irregularity in such notice, shall not affect the validity of any vote at such Annual Meeting.
- Place of Meeting
All meetings of the Association shall be held on the pool premises or in the immediate vicinity of Garrett Park, Maryland, and may be held virtually from time to time. The exact place to be designated by the Board of Directors shall be included in the notice of the meeting.
The voting on any motion, resolution, or other question requiring more than a simple majority for its adoption shall be by ballot. All other matters shall be decided by a voice vote or by a show of hands of the members present unless a member requests, either before the question is called or immediately after the result of the vote has been announced, that the voting be by ballot in which case a ballot vote shall be taken.
Two percent of the full dues paying members of the Association shall constitute a quorum at any meeting of the Association.
- Parliamentary Rules
All meetings of the Association shall be governed by the rules contained in the 1951 edition of “Robert’s Rules of Order (Revised)” except where these conflict with statute, the Charter or the By-Laws.
ARTICLE V – Board of Directors
- Powers of Board
The business of the Association shall be conducted and its property managed by a Board of Directors which may exercise all of the powers of the Association except such as are by statute, by the Charter or by the By-Laws expressly conferred upon or reserved to the members. The Board shall keep full and fair accounts of its transactions which shall be available to the members for inspection on request and shall submit an annual report to the members at the regular annual meeting of the Association.
- Composition of Board(a) The Board of Directors shall consist of ten members of the Association elected by the members of the Association.(b) Directors shall serve an initial two-year term and may serve up to four sequential terms. Sequential terms shall be confirmed by a majority of the Board of Directors.
When vacancies arise, the Board of Directors will solicit the membership to identify candidates that meet the needed expertise of the current Board. Any member of the Association may nominate one or more candidates for each position or vacancy to be filled when a call for candidates is issued.
- Election of Directors
The members of the Board of Directors shall be elected by a simple majority of Association Members present at one of the Regular Membership Meetings.
All vacancies occurring in the Board of Directors may be filled by a majority vote of the remaining Directors. Any Director so chosen shall serve until the next regular election in which a successor shall be elected by the membership to serve for the remainder, if any, of the term.
- Regular meetings of the Board of Directors shall be held at such time and place as the Board may decide.
- Special meetings of the Board of Directors may be called at any time by the Chair, or in the Chair’s absence, the Vice-Chair, or by any two directors.
- A quorum at all meetings of the Board of Directors shall consist of a majority of the whole Board.
- Any Director who, without just cause, fails to attend three consecutive regular meetings of the board of Directors shall be considered to have resigned from the Board.
ARTICLE VI – Officers
- The Officers of the Association shall be a President (who shall also serve as Chair of the Board of Directors), a Secretary and a Treasurer. The President and Vice-President must be members of the Board of Directors. The officers shall be elected at the first meeting of the Board of Directors next succeeding the regular or annual meeting of the Association and they shall serve for one year or until their successors are chosen.
- The President shall preside at all meetings of the Board of Directors and of the Association at which the President shall be present. The President shall have general charge and supervision of the business of the Association and may sign and execute, in the name of the Association all contracts or instruments except as otherwise provided by statute, by the Charter, by the By-Laws or by resolution of the Board of Directors and except in cases where the signing and execution of such contracts or instruments shall have been expressly delegated to some officer or agent of the Association.
- The Vice-President shall, at the request of the President, or in his/her absence or during his/her inability to act, perform the duties of the President and when so acting shall have the powers of the President. The Vice-President shall also have such other powers and perform such other duties as the Board of Directors may, from time to time, assign to the Vice-President.
- The Secretary shall be responsible for the custody of the records of the Association and of the Board of Directors, the preparation and mailing of notes to members (except where these fall within the purview of the Treasurer). The Secretary shall have custody of the Corporate Seal of the Association arid see to its that the Seal is affixed to all documents the execution of which, on behalf of the Corporation and under its seal, is duly authorized; and when so affixed may attest same. The Secretary shall, in general, perform all duties incident to the office of Secretary of a Corporation and such duties as may, from time to time, be assigned to the Secretary by the Board of Directors or by the President. The Secretary may, with the consent of the Board, appoint one or more assistant Secretaries, who need not be members of the Association, to assist in the execution of duties.
- The Treasurer shall have charge and be responsible for all funds, securities, receipts and disbursements of the Association. The Treasurer shall collect such initiation fees, dues, deficit assessments and special assessments as may, from time to time, be in force and furnish the Secretary with a list of paid up and delinquent members. The Treasurer shall deposit, or cause to be deposited, in the name of the Association, all monies or other valuables effects in such bank, trust company, or other depositories, as shall, from time to time, be selected by the Board of Directors provided, however, that all checks or drafts upon such depository shall be signed by any two of the four officers mentioned in Section I above. The Treasurer shall keep clear and adequate records of the financial transactions of the Association and shall, whenever requested, furnish to the President of the Board of Directors an account of the financial report at the regular annual meeting of the Association. The Treasurer shall, in general, perform all duties incident to the office of Treasurer of a Corporation and such other duties as may, from time to time, be assigned by the Board of Directors or by the President. The Treasurer may, with the consent of the Board, appoint one or more Assistant Treasurers, who need not be members of the Association, to assist in the execution of duties.
- Such other officers, committees and agents as it may deem necessary or expedient may be appointed by the Board of Directors and shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
- In the case of absence or inability to act of any officer of the Association and of any person authorized to act on its behalf, the Board of Directors may delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.
- Vacancies in any office arising from any cause may be filled by the Directors at any regular or special meeting.
- The salaries of all employees and agents of the Association shall be fixed by the Board of Directors.
- The officers of the Association shall hold office until their successors are chosen and confirmed by the Membership of the Association. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the whole Board of Directors.
ARTICLE VII – Corporate Seal
- The Corporate Seal of the Association shall consist of two concentric circles, between which shall be the words “Garrett Park Swimming Pool Association, Inc.”, and in its center shall be inscribed “1953”, being the year of its incorporation, and the words “Corporate Seal, Maryland.”
ARTICLE VIII – Amendment of By-Laws
- Amendments to the By-Laws may be proposed at a Regular Membership Meeting or at a special meeting called for the purpose. If approved by two-thirds of members present at such a meeting, the amendments shall within ten (10) days be posted to the Association website. By-Law amendments sponsored by the Board of Directors may be submitted to the entire membership by electronic mail after discussion at a meeting but without requiring a vote at such meeting.