Ridgewood Swim Club, Inc.

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BYLAWS-RIDGEWOOD SWIM CLUB, INC.

ARTICLE I-Name

The name of the Corporation shall be, Ridgewood Swim Club, Inc., and the address of this Corporation shall be

Christiansburg, Montgomery County, Virginia.

 

ARTICLE II-Object

The object of the Corporation is as stated in its Charter, to provide recreation facilities for the stockholders of this

club. Said charter shall be incorporated in these Bylaws and attached hereto.

 

ARTICLE III-Directors

SECTION 1. The affairs of this Corporation shall be managed by a Board of Directors consisting of eight elected

members.

SECTION 2. At each annual stockholders meeting, two (2) directors shall be elected for four (4) year terms, or until

their successors have been elected to succeed those directors whose terms expire in the respective years. No

stockholder (or any other persons entitled to club privileges under the same stock certificate) may serve two (2)

consecutive terms on the Board of Directors. Terms of service must be at least four (4) years apart for each stock

certificate.

SECTION 3. The Board of Directors will annually elect from its membership, a President, Vice-President,

Secretary, and Treasurer. This election of Officers will take place immediately following the stockholders meeting.

SECTION 4. Any vacancies occurring on the Board of Directors shall be filled by the Board from stockholders in

good standing to serve until the next succeeding annual stockholders’ meeting.

SECTION 5. Regular meetings of the Board of Directors shall be held as needed to conduct Club Business and at

least four times per year. A quorum for conducting the business of the Board shall be at least four (4) members.

SECTION 6. Board members not complying with assigned responsibilities may be relieved of office by a vote of

the Board of Directors. Such action requires a vote in favor of removal by at least five (5) of the remaining board

members.

 

ARTICLE IV-Meetings

SECTION 1. The business and fiscal year of the club shall be the calendar year.

SECTION 2. The regular meeting of the stockholders and the Board of Directors shall be held on the first Monday

in February of each year. Stockholders will be notified by mail at least ten (10) days prior to the annual meeting.

The Board of Directors may provide notice by USPS Mail, email, Social Media, or other electronic means.  Such

notice will list the business to be conducted; including any items submitted to the Club Secretary by any stockholder

prior to December fifteen (15) of the previous year.

SECTION 3. A special meeting may be called by the Board of Directors, or by one-tenth (1/10) of the stockholders

in good standing. Stockholders will be notified in writing at least ten (10) days prior to a special meeting. In lieu of

written notice to stockholders, notice may be published in a local newspaper at least once a week for two (2)

consecutive weeks.

 

ARTICE V-Voting

SECTION 1. Major items such as changes in the bylaws, election of board members, incurring debt, waiving dues

in exchange for service, sale of assets, or dissolution of the corporation, require a simple majority vote by a quorum

of not less than one-third (1/3) of the stockholders in good standing. The Board of Directors may use a system of

mailed-in ballots to ensure that a quorum is available to vote on major items.

SECTION 2. All other business requires a simple majority vote of the members present at a duly-called meeting. A

shareholder may vote in person or by proxy. To vote by proxy, the shareholder must sign a statement authorizing

another shareholder in good standing to vote in his or her place. The statement must be presented to the Club

Secretary at the beginning of the duly-called meeting.

SECTION 3. One vote is allowed for each stock certificate. Stock jointly owned by more than one person

represents only one vote.

SECTION 4. The Board of Directors shall have the right to make rules and regulations governing the use of the

pool and other facilities in the absence of a contrary vote by a simple majority of the stockholders at a duly-called

meeting.

SECTION 5. The Board will determine the hiring, working hours, and pay of a Pool Manager and other employees.

The Board shall maintain current job descriptions for each members of the Board and employees of the corporation.

 

ARTICLE VI-Seal

The seal of the Corporation will be imprinted on each stock certificate and on the corporate copy of the current

bylaws.

 

ARTICLE VII-Finances

SECTION 1. The Board of Directors shall have the power to set the amount of maintenance and operation dues

each season in accordance with their estimated budget of maintenance expense. Any amount of maintenance dues

received which is in excess of actual expenses shall be treated as a reserve for the next season and may serve to

reduce the next season’s dues, pay outstanding loans, or be set aside for major repairs or capital improvements.

SECTION 2. All checks drawn on the Corporation shall be signed by, or initiated using electronic means, by an

officer of the Corporation.

SECTION 3. The Board will not obligate the corporation for any financial loans without a simple majority vote a

quorum of not less than one-third (1/3) of the stockholders in good standing. In the event of any emergency, The

Board may obligate the corporation for a loan up to $10,000 if it deems it essential to keep the facilities open and

functioning. Such a loan must be reported to the stockholders immediately in writing.

 

ARTICLE VIII-Membership

SECTION 1. Application for membership shall be made to the Board of Directors on forms provided by the Club.

SECTION 2. The number of stockholders shall be limited to 235, with 225 of those members being dues paying

members of the corporation.

SECTION 3. Each member shall be required to own a Certificate of five shares, par value of seventy dollars ($70)

per share. An individual must be at least eighteen (18) years of age to own stock and obtain membership. All

certificates shall be transferable only in blocks of five shares $70 par value per share.

SECTION 4. A membership owned by a married couple entitles the couple and all unmarried immediate relatives

living in the same household, to full privileges of the club.

SECTION 5. A membership owned by a single person entitles his or her unmarried immediate relatives living in the

same household, to full privileges of the club. Single stockholders may bring one guest to the club without payment

of a guest fee.

 

ARTICLE IX-Dues

SECTION 1. Maintenance and operations dues will be due and payable, in full, by May 15 of each season. The

Board of Directors may establish for advance payment in installments, provided that all payments are completed by

May 15. If dues are not paid in full May 15, the stockholder will incur a late fee, the amount to be determined and

announced by the Board of Directors on an annual basis.

SECTION 2. Annual dues will be mandatory. Any stockholder beginning a season will be liable for the dues for the

entire season. Dues and other charges not paid as described herein will be charged against the stock certificate, and

should the account be delinquent beyond June 15 of that year, the stock may revert back to the club.

SECTION 3. No stockholder will be deemed “in good standing’ until all back dues and other charges have been

fully paid. A stockholder not “in good standing” may not transfer his or her stock certificate and may be denied use

of the facilities of the Club.

SECTION 4. The Board of Directors, with the approval of a simple majority vote by a quorum of not less than one-

third (1/3) of the stockholders in good standing, may establish a plan to reduce the annual dues for the first year of

purchasers of new stock from the corporation.

SECTION 5. The Board of Directors, with the approval of a simple majority vote by a quorum of not less than one-

third (1/3) of the stockholders in good standing, may waive all or part of a stockholder’s dues in exchange for

services to the club. If so approved, the Board will write a job description or contract of the services to be provided.

SECTION 6. Stockholders in good standing may transfer their shares to other applicants for membership by

notifying the Club Secretary. A ten-dollar ($10) fee for transferring the stock and issuing a new stock certificate

must be paid (by either the buyer or the seller) at the time of the transfer.

SECTION 7. No stock certificate may be rented.

 

ARTICLE X-Guests

SECTION 1. Stockholders may bring guests to the club. Guests must register and must be accompanied at all times

by a person with club privileges as described in Article VIII, Sections 4 and 5.

SECTION 2. Guests who live within a radius of 25 miles of the Town of Christiansburg (with the exception of one

guest of a single member) must pay an entrance fee on the day of each visit. Such guests are limited to no more than

four (4) visits per month. The Pool Manager or the Board of Directors may waive this limit on an individual basis

after a review of circumstances.

SECTION 3. Outside groups who use club facilities will pay a usage fee. The regulations, schedules, and payment

for such usage will be determined by the Board of Directors in accordance with the best interest of the stockholders.

 

ARTICLE XI-Admission

A current list of stockholders and family members in good standing shall be provided to the Pool Manager by the

Club Secretary. Each member must register or show proof of membership as required before being admitted to the

facilities.

 

ARTICLE XII-Behavior

SECTION 1. No alcoholic beverages or weapons will be allowed on the premises at any time.

SECTION 2. Any person with club privileges, found to be disorderly, who conducts himself or herself in a manner

other than as gentleman or lay, who is disrespectful to the Pool Manager’s or lifeguard’s requests for order or safety,

may be suspended by, and for a period of time, set by the Pool Manager or his designate. The suspended person may

request a hearing before the Board of Directors who may approve or modify the action taken by the Manager, as

they deem appropriate. The decision of the Board of Directors will be final.

SECTION 3. Any person who has club privileges, who shall willfully destroy or damage the property of the club,

may be made to pay for such damage as incurred, and until such damages are paid for, will be “not in good

standing”. The person so charged may request a hearing before the Board of Directors as described in SECTION 2.

SECTION 4. Rules and regulations of the club for safety and maintenance will be set by the Board of Directors and

posted on the premises.

 

ARTICLE XIII-Authority

SECTION 1. These bylaws may be changed or amended as described in ARTICLE V. The Bylaws must be in

accordance with the Virginia Non-Stock Corporation Act in the Code of Virginia.

SECTION 2. Parliamentary authority will be Roberts Rule of Order, newest revision. The scope of application will

be determined by the Board of Directors.

 

END.

RWSC BYLAWS