THE GARRETT PARK SWIMMING POOL ASSOCIATION, INC.
(Incorporated under the laws of Maryland)
As amended to May, 1992
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.
- (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 only membership to no more than twenty (20) 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 equal to twenty percent (20%) of the appropriate initiation fee.
- (a) Applicants for membership shall be elected to membership by a majority vote at the annual or any special meeting of the Association, and shall, upon payment of the initiation fee and the annual dues, and special assessments, if any, for the current year, be duly inscribed on the roll of members of the Association. New members shall not, however, be subject to the deficit assessments in respect of fiscal years in which they are not members.
(b) During the swimming season applicants for membership, having paid the initiation fee and the annual dues and special assessments, if any, for the current year, may be granted provisional membership by the unanimous consent of the Board (provided, however, that any member of the Board who is out of town for a period of three or more days at the time a poll of the Board is taken shall be presumed to consent). Such provisional memberships shall be posted prominently at the pool site and if any member of the Association shall protest the granting of such provisional membership by notifying the Secretary, in writing, within ten (10) days of such posting a special meeting of the Association shall be called to vote on the application. Provisional memberships shall entitle the applicants to full use of the Association’s facilities and shall be valid until the next following annual or special meeting of the Association at which their names shall be submitted for election to the membership as provided in section (a) above.
- Dependent children whose parents or guardians are active members in good standing of the Association shall be entitled to become Junior Members as the Board of Directors may prescribe.
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 Fee. Dues, and Assessments
- An initiation fee as determined by the Board of Directors shall be paid by each member joining the Association after September 1976.
- The dues for each fiscal year shall be determined by the Board of Directors and shall be announced at the Spring Meeting or in a notice sent by mail to the membership as soon after the Spring Meeting as possible.
- (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.
- (a) A member who cannot use the pool or the Association’s other facilities during any part of the fiscal year may, at the discretion of the Board of Directors, become an inactive member and be exempt from a proportion of the annual dues for that year and from any future deficit assessment covering that years operation. Special assessments shall be payable in full unless the resolution levying the special assessment provides otherwise.
(b) Temporary vacancies in the active membership created under paragraph (a) may, at the discretion of the Board of Directors, be offered to applicants for the membership who are resident in the areas defined in provisions (i), (ii), and (iii) of Article I, Section 2 above. Such temporary members shall be admitted to membership in the same manner as regular members; shall have the same rights, privileges and obligations as regular members; and shall automatically succeed to the next regular vacancy in the permanent membership of the Association. A temporary vacancy may be refilled (i) if it becomes vacant again not later than the first day of August, or (ii) at any time if the inactive member confirms in writing that he intends to remain inactive throughout the next fiscal year.
- A member in good standing who wishes to resign from the Association shall inform the Secretary in writing. The Board of Directors shall have the option for a period of thirty (30) days from receipt of such notification to repurchase the membership by refunding, in cash or by a promissory note maturing in ten (10) years and bearing six (6) percent interest, not less than fifty (50) percent of the initiation fee paid by said member less any deficit assessments, annual dues or special assessments due the Association, provided, however, that if the resignation is to become effective before the swimming season opens, such dues and assessments are to be computed as in Section 4 above, If the Board of Directors fail to exercise its option, the member shall be free to dispose of his/her membership within the limits of Article I above and subject to the approval of the Board of Directors.
- A member whose annual dues have not been paid by May 25 of the current fiscal year or who is more than ninety (90) days arrears in paying a deficit or special assessment, or a new member approved at the Spring Meeting who has not paid his/her dues by Memorial Day, shall be denied all membership privileges including the use of the pool. If these monies are not paid by July 1, the member will be dropped from the roll and shall forfeit his initiation fee.
- The fiscal year of the Association shall begin on the first day of January of each year.
ARTICLE IV – Membership 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 fourth Wednesday in October.
(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 petition 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.
- (a) Notice of Meetings
Written notice of each meeting shall be mailed or delivered to each member of the association entitled to vote at such a meeting at least seven (7) days before the date of the meeting. The notice shall be mailed or delivered to the address of each member as it appears on the books of the Association except that one notice shall suffice for all members in one family 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.
(b) The provisions of this section as to the requirement that a written notice be mailed or delivered to each member of the Association shall not apply to the annual Summer Meeting. A written notice shall be posted prominently at one or more places on the pool premises and in at least one other public place within the Town of Garrett Park at least ten (10) days prior to the Summer Meeting.
- Place of Meeting
All meetings of the Association shall be held here or in the immediate vicinity of Garrett Park, Maryland. The exact place to be designated by the Board of Directors and included in the notice of the meeting. In the absence of specific contrary information it shall, however, be understood that the meeting will be held in the Garrett Park Community Center.
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 and one representative of the Town Council designated by the Town Council.
(b) The members of the Association shall elect by ballot after the first annual meeting ten Directors, five of whom, selected by the drawing of lots at their first meeting, shall serve for a one year term and five of whom shall serve for a two year term. Thereafter the members of the Association shall annually elect five directors for two year terms, and such number of directors as shall be required to complete unexpired terms resulting from vacancies on the Board.
(a) A Nominating Committee consisting of not less than three members of the Association shall be appointed by the President before the annual meeting or any special meeting at which nominations are to be made. The Nominating Committee shall nominate at such meeting one or more candidates for each position or vacancy to be filled and shall certify that those nominated have agreed to serve if elected.
(b) Additional nominations may be made from the floor by any member present or by a petition signed by three members of the Association delivered to the Secretary before the meeting begins. In each case the nominator shall certify, or the nominee, being present, shall personally state, that the nominee will serve if elected.
- Election of Directors
(a) The members of the Board of Directors shall be elected by a ballot mailed or delivered, as provided in Article IV, Section 3 (Notice of Meetings), to each member within seven (7) days after the meeting at which nominations were made. The ballots, duly marked and signed, on the outside of the envelope containing them, shall be returned to GPSPA within ten (10) days after they were mailed or delivered and shall then be picked up by the Inspectors of the Election.
(b) Three Inspectors of election shall be appointed by the Board of Directors. The inspectors shall take charge of all ballots and shall decide all questions touching upon the qualifications of voters and the acceptance and rejection of votes.
(c) The election shall be as follows:
(i) The ballot shall list the candidates in the order in which they were nominated;
(ii) Each Member shall be able to cast a vote for each of the vacancies to be filled. This shall be done by placing an “X” or other appropriate mark next to the name of each of the candidates the member wishes to vote for.
(iii) The Inspectors of Election in totaling the ballots shall count the total number of votes cast for each candidate and those receiving the most votes cast shall be declared elected and shall take office immediately.
- 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 Chairman, or in the Chairperson’s absence, the Vice-Chairman, 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 Chairman 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. He 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.
- (a) 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). He/she 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 he/she may attest same. He/she 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.
(b) 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 him/her in the execution of his/her duties.
- (a) The Treasurer shall have charge and be responsible for all funds, securities, receipts and disbursements of the Association. He/she shall collect such initiation fees, dues, deficit assessments and special assessments as may, from to time, be in force and furnish the Secretary with a list of paid up and delinquent members. He/she 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 to the Board of Directors an account of the financial report at the regular annual meeting of the Association. He/she 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 to him/her by the Board of Directors or by the President.(b) 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 him/her in the execution his/her 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 in 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 qualify. 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 the Annual Meeting or at a special meeting called for the purpose. If approved by a majority of those present at such a meeting, the amendments shall within ten (10) days be submitted to the entire membership on a mailed ballot. However, By-Law amendments sponsored by the Board of Directors may be submitted to the entire membership by mail after discussion at a meeting but without requiring a.vote at such meeting.
- The amendment shall be adopted if it receives an affirmative vote on two-thirds of the ballots returned to the Secretary within ten (10) days after they shall have been mailed to the members, provided, however, that if less than twenty (20) percent of the members return their ballots, the vote shall be invalid and the Board of Directors may, at its discretion, call a special meeting to vote on the amendment. At such a meeting the amendment may be adopted by a majority vote of those present.