BYLAWS

of

MANTUA SWIM & TENNIS CLUB

ARTICLE I

NAME

The name of the corporation is:

Mantua Swim and Tennis Club

ARTICLE II

PLACE OF MEETINGS AND ACTIVITIES

1.  The principal office of the corporation shall be located in Mantua Hills, Virginia, at the site of the pool.

2.  The corporation may maintain and establish from time to time other offices at which the activities of the corporation may be carried on or at which the meetings of the members may be held, at such location or locations as may be appointed from time to time by the Board of Directors or the members of the corporation.

ARTICLE III

MEMBERSHIP

1. Number.  The membership of this corporation shall be limited to 600 members as of 2/12/04.  When the maximum number of members shall have been reached, no new members shall be admitted to membership until a vacancy shall occur.  The members shall be all of one class and shall be known as Active Members.
2. Definition.  A member is a person who holds a certificate of membership and must at the time of acquisition of said certificate be a bona fide resident of, or the owner of a house within the greater Mantua area of the Commonwealth of Virginia.  A certificate of membership made out to a husband and wife shall be held by them as tenants by the entirety.  Each member in good standing shall have voting power and shall be entitled to one vote.  A holder of a certificate of membership shall be a life member.  A membership may not be transferred. If certificate holders divorce, the certificate holders must advise the club which certificate holder will retain the membership. The certificate holder who does not retain the membership may join the waitlist and will be placed at the top of the waitlist.
3. Membership Privileges.  Members of the corporation may use the swimming pool and other facilities upon payment of annual dues as hereinafter provided for. Unmarried and dependent children of members may use the swimming pool and facilities without payment of dues.  Any permanent occupant of the member’s household may use said facilities provided that the names of said persons have previously been designated on the member’s annual statement and that the Board of Directors had specifically approved the persons so listed.Employees who reside with the member may use the facilities. Members, including children of members, may bring guests, subject to such limitation, restriction, regulations, and service charges as the Board of Directors may from time to time provide.
4. Qualifications.  Any adult person who is a resident of the greater Mantua area of Virginia may make application for membership in this corporation in person to any member of the Board of Directors on forms to be provided by the corporation for that purpose.  Each applicant in making application shall agree that upon approval of his application for membership by the Board of Directors of this corporation, he will promptly pay all fees, dues and charges which shall be prescribed by the Board of Directors pursuant to authority contained in the Bylaws of the corporation. Membership shall commence upon approval of the application for membership by the Board of Directors and payment of such fees and dues as shall have been fixed as herein before provided.

ARTICLE IV

MEMBERSHIP AND DUES

1. The admission fee for members shall be $1400.00 after October 1, 2018.  The admission fee shall be paid to the Treasurer of the corporation within 10 days after written notice shall have been given to the newly elected member, and in default of payment thereof he shall be deemed to have declined membership in the corporation.  If the admission fee be not paid within such allotted time, the Board of Directors upon satisfactory explanation given by such person may thereafter at its discretion accept the admission fee and admit such person to membership.

2. The dues of all members shall be payable annually before the first day of April.  The annual dues amount shall be set by the Board of Directors each year and shall not exceed the previous year’s amount by more than 10 percent (as of January 11, 2011).

3. The Board of Directors shall not have the power to levy any general assessment on members of the corporation or enforce payment of any amount beyond the annual membership dues without approval of the majority of the membership.

ARTICLE V

WITHDRAWAL FROM MEMBERSHIP

1. Any member may at any time address a written request to the Board of Directors that the corporation remove his name from the list of members and, provided there is an immediate purchaser available on the waiting list, that he be relieved from any further obligation to pay dues and by this same written notice and demand require the corporation to redeem said certificate.  The redemption price is to be the difference between any arrearages and the current membership fee.  Should there be no waiting list, the holder may elect to return the certificate to the corporation, with the understanding that the corporation will attempt to find a new member, at which time the original holder’s certificate will be redeemed.  It is further understood that the said redemption will not be made until and unless the corporation is fully subscribed.

2. Sale of House.  In addition to the two alternatives in paragraph 1 above, the holder of a certificate, upon the sale of his house, may nominate a buyer of his house as a new member, regardless of the status of the waiting list.  If said buyer is acceptable to the Board of Directors, he shall then be required to pay the current membership fee.  Upon acceptance of this new member by the corporation, the original holder’s certificate shall be redeemed in the amount specified in paragraph 1 above.
3. Rental of House.  The holder of a certificate of membership, upon the rental of his house and his departure from the greater Mantua area, may elect to continue his membership by continuing to pay all dues and fees, or he may permit his tenant to make use of the facilities of the Association, provided that such tenant is acceptable to the Board of Directors and that thirty-day notice in writing has been given to the Board of Directors, and provided further that the holder agrees to be primarily liable for all dues and fees.  The holder of a certificate of membership may further elect to return said certificate of membership to the corporation for the purpose of obtaining a person or persons who desire to rent, for a temporary and designated period, the rights and privileges which accompany said certificate of membership.  By making this election, the holder relinquishes all rights and privileges in regard to the use of said facilities until such time as he desires to become an active member again; and provided that he has complied with all provisions and notices required by the Board of Directors at the time such election is made.  The Board of Directors shall determine the rental fee to be paid, which fee shall be retained by the corporation.

ARTICLE VI

SUSPENSION OF MEMBERSHIP

1. Default.  If a member is in default of the payment of dues or any other fees, a notice shall be sent to said member that unless the dues be paid with-in one month thereafter, the membership privileges will cease; and if dues shall not be paid according to such notice, the membership privileges in question shall cease.  The member may notify the Board of Directors, setting forth the reasons for default and the Board may, in its discretion, reinstate membership privileges upon payment of arrearages.

2. Expulsion for Cause.  A certificate of membership may be rendered null and void by action of the Board of Directors, upon two-thirds vote of their entire membership, for cause; provided, however, at least five (5) days prior to such action, the Board of Directors shall cause to be served upon the member a bill of complaint showing grounds for the action sought, and the member may within five (5) days or such additional time as the Board of Directors may  specify file with the Secretary of the corporation his reply in writing, in which event, the Board of Directors shall consider said reply in reaching determination of the matter.  The Board of Directors may in its discretion, return the difference between arrearages and the current or initial membership fee, whichever is the lesser.

ARTICLE VII

MEETINGS OF MEMBERS

1. The members of the corporation shall meet annually for the election of directors and for the transaction of such other business as may properly come before the meeting at such place and at such time as shall be fixed by the Board of Directors of which due notice as hereinafter required, shall be given to each member.

2. A special meeting of the members of the corporation may be called at any time by the President of the Board of Directors, provided he first obtains consent in writing of not less than twenty-five members.  A special meeting shall be called by him upon the request in writing of not less than one hundred members.

3. Notice of each annual and special meeting of the members shall be served either personally or by mail not less than 10 days nor more than 30 days previous to such meeting, upon each member of the corporation in good standing at his address as it shall appear on the books of the corporation, setting forth the time, place and purposes of such meeting.

4. The presence of ten percent of the members entitled to vote present in person is requisite and shall constitute a quorum at all meetings of members for the election of directors or for the transaction of other business except as otherwise provided by law, by the Articles of Incorporation or by these Bylaws.  If such number of members shall not be so present in person, those present in person shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present, at which time any business may be transacted which might have been transacted at the meeting originally noticed.

ARTICLE VIII

COMMITTEES OF DIRECTORS

1. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.  The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.  Other committees with limited authority may be designated by a resolution adopted by a majority of the Directors.  One permanent committee designated in accordance with the above shall be the Operations and Rules Committee.

ARTICLE IX

DIRECTORS

1. The affairs of the Corporation shall be managed by a board of fourteen (14) directors, each of whom shall serve for a term for which he or she was elected or until a successor has been elected.  At each annual meeting of the Corporation four (4) directors shall be elected for a term of three (3) years to fill the directorship then expiring.  Beginning with the December 1993 election and every three years thereafter, five (5) directors shall be elected. (This is to accommodate the 13th director whose position was added in December 1990.)  Beginning with the December 2012 election and every three years thereafter, five directors shall be elected.  (This is to accommodate the 14^th director who position was added in December 2012.

2. Any vacancy in the Board of Directors caused by death, resignation, removal, or otherwise, including a vacancy caused by an increase in total number of directors by not more than two, shall be filled by the remaining directors, though less than a quorum, by the election of a successor, to serve out the unexpired term, or in the case of an increase in the number of directors, to serve until the next ensuing annual meeting of members, and, in either case, until their respective successors are chosen and qualify.

3. In addition to the powers by these Bylaws expressly conferred upon them the Board of Directors may exercise such powers and do such lawful acts and things as are not by statute or the Articles of Incorporation or by these Bylaws required to be exercised by the members or officers.

4. The Board of Directors may hold their meeting and may keep the books of the corporation within the state of Virginia at such place or places as may be determined from time to time by resolution of the Board of Directors.

5. Special meetings of the Board of Directors may be called by the President on three days’ notice to each director either personally or by mail; special meetings shall be called by the President or Secretary in like manner on the written request of two directors.

6. At all meetings of the Board of Directors, the presence of a majority of the Directors in office shall be necessary to constitute a quorum and sufficient for the transaction of business and any act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws.

ARTICLE X

OFFICERS

1. At the first meeting of the Board of Directors following the first meeting of the members of the corporation, the Board shall elect officers to serve until the first annual meeting; thereafter, at the first meeting of the Board of Directors, following the annual meeting of the members of the corporation, the Board shall elect officers for the ensuing year.  Officers must be members of the corporation and must be residents of the Greater Mantua area.  The President shall be elected from among the Directors.  Upon the discontinuance of an officer’s residence in said area for more than ninety days, the Board of Directors shall forthwith declare his office as vacant and proceed to elect his successor.  Officers shall serve without compensation.  The officers shall be as follows:  President, Vice-President, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer, each of whom will serve for one year.  No person may hold more than one office at one time.

2. The corporation may have such other officers, agents and employees as shall be determined from time to time by the Board of Directors, which officers, agents and employees shall be appointed by the Board of Directors, committees of members or such other official bodies or officers as shall be provided in the Bylaws or as shall be determined from time to time by resolution passed at any meeting of directors.

3. Powers and Duties of the President.  The President shall preside at all meetings of the members of the corporation.  He shall have power to sign certificates of membership, to sign and execute all contracts and instruments of conveyance in the name of the corporation and to appoint and discharge agents and employees; provided, however, appointment or discharge of the swimming pool manager shall be subject to the approval of the Board of Directors.  He shall have general and active management of the business of the corporation, and shall perform all the duties usually incident to the office of the President. The President shall execute the mandates of the Board of Directors.

4. Powers and Duties of the Vice-President.  The Vice-President shall have such powers and perform such duties as may be delegated to him by the President.  In the absence or disability of the President, he shall perform the duties and exercise the powers of the President.

5. Powers and Duties of the Secretary.  The Secretary shall keep the minutes of all meetings of the Board of Directors of the members of the corporation, and any other meeting to which the Secretary is designated by the President to attend, in books provided for the purpose; he shall sign with the President, or with the Vice- President, in the name of the corporation, all contracts and instruments of conveyance and shall affix the seal of the corporation thereto; he shall have charge of the books of certificates of membership, and such other books and papers as the Board of Directors may direct, and he shall perform in general all the duties incident to the office of Secretary, subject to the control of the Board of Directors.  He shall submit such reports to the Board as may be requested by them.

6. Powers and Duties of the Assistant Secretary.  The Assistant Secretary shall have such powers and shall perform such duties as the Secretary in the absence or unavailability of the Secretary, and in addition, he shall have specific duties as shall be delegated to him by the Secretary.

7. Powers and Duties of the Treasurer.  The Treasurer shall have custody of all funds and securities of the corporation which may come into his hands; when necessary or proper, he shall endorse on behalf of the corporation for collection all negotiable instruments and shall deposit the same to the credit of the corporation in such bank or banks as the Board of Directors may designate.  Whenever required by the Board of Directors he shall render a statement of his cash account; he shall cause to be entered regularly in the books of the corporation, to be kept for that purpose, a full and accurate account of the corporation.  He shall perform all acts incident to the position of the Treasurer, subject to the control of the Board of Directors.  He shall give a bond for the faithful discharge of his duties in such amount as the Board of Directors may require and the corporation shall pay the premium for such bond.

8. Powers and Duties of the Assistant Treasurer.  The Assistant Treasurer shall have such powers and shall perform such duties as the Treasurer in the absence or the unavailability of the Treasurer, and in addition he shall have specific duties as shall be designated to him by the Treasurer.

ARTICLE XI

NOTICES, WAIVERS, AND VOTING

1. Notices.  All notices mentioned in these Bylaws shall be mailed or delivered to the address of the person entitled thereto shown on the books of the corporation, and the delivery of the same shall constitute good notice.

2. Waivers of Notice.  Whenever any notice whatever is required to be given by law, or under the provisions of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto unless such waiver is expressly prohibited by law.

3. Voting.  At meetings of the members of the corporation, each holder of a certificate of membership, duly registered in his name in the books of the corporation at least fifteen days prior to any such meeting, may cast one vote.  In the case of a certificate of membership held by a husband and wife, either of the two may cast one vote.  It shall be the duty of the Secretary to prepare and make, at least five days before every election, a complete list of members of the corporation entitled to vote and such list shall be open for inspection by any member and shall be produced at the time and place of such election and kept there until the election is concluded.  The President shall appoint inspectors and tellers as required.

ARTICLE XII

ABSENTEE BALLOT

1. When Authorized.  Absentee ballots may be cast by an absent member upon specific proposals or resolutions when such absentee ballot is specifically authorized by the Board of Directors.

2. How Cast.  When an absentee ballot is authorized by the Board Directors, the Secretary shall transmit to any member, upon request in writing being made by such member, an absentee ballot in such form as prescribed by the Board.  Such ballot must reach the Secretary of the corporation on or before the day prescribed by the Board of Directors for the taking of the vote on the proposition involved.

ARTICLE XIII

AMENDMENT OF BYLAWS

1. Amendment by Members Only.  These Bylaws may be amended or new Bylaws made by action of the members of the corporation only.  Bylaws may be similarly repealed.

2. Amendment Procedure.  Amendment, repeal or making of new Bylaws shall be made in the following manner:  notice of the proposed amendment, repeal or new Bylaws shall be mailed or delivered to each member of the corporation at least 15 days prior to any meeting at which such proposal shall be considered.  Action by the members of the corporation shall require a majority vote of the entire membership.

ARTICLE XIV

MISCELLANEOUS

1. Execution of Corporate Papers.  All written obligations of the corporation shall be executed by the President or Vice-President and Secretary or Assistant Secretary and shall be solemnized by the affixation of the Corporate Seal.  No obligation in writing of the corporation failing to have the required signatures or the Corporate Seal shall be binding upon the corporation.

2. Authority to Execute Papers.  No obligation on the part of the corporation shall be entered upon without the prior approval of the Board of Directors except as to matters involving less than $500.00.
3. Corporate Books and Records.  Corporate Books and Records shall be open to inspection by members during normal business hours of usual business days, and at such times as may be fixed by the President, and such inspection shall take place at the customary place of keeping of said books and records.

4. Fiscal Year.  The fiscal year of the corporation shall begin on the first day of November and terminate on the thirty-first day of October of each year.

5. Corporate Seal.  The corporation seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal.”  The Corporate Seal shall be kept by the Secretary.

6. Financial Statement.  The Board of Directors shall cause to be prepared and transmitted to each member of the corporation at least 15 days in advance of the annual meeting of the members of the corporation, a statement of the physical and financial condition of the corporation covering the previous year and a consolidated balance sheet showing the assets and liabilities of the corporation.

7. Dividends and Refunds.  There shall be no dividends to members of the corporation.

8. Certificate of Membership.  A certificate of membership shall be issued to each member in such form as prescribed by the Board of Directors.

9. Lost Certificate.  Any person claiming a certificate of membership to be lost or destroyed shall make an affidavit or affirmation of that fact, where-upon after the expiration of 30 days from the filing of such affidavit or affirmation with the Secretary of the corporation, a new certificate shall be issued of the same tenor and shall bear on its face language to the fact that the same is a substitute issued in place of lost or destroyed certificate.

10. Restrictions on Transfer of Certificate to be Placed on Certificate.  All restrictions on transfer of certificates of membership shall be placed thereon in suitable language as prescribed by the Board of Directors.

11. Rules of Procedures.  Unless otherwise provided for by law, by the certificate of incorporation, or by these Bylaws, rules of procedure governing meetings of members of the corporation or of the Board of Directors shall be those of Robert’s Rules of Order, as revised from time to time.

12. Checks of the Corporation.  All checks of the corporation shall be signed by the President or Vice-President and the Treasurer or Assistant Treasurer.

13. Singular Includes Plural, etc.  Wherever in these Bylaws reference is made to the singular or masculine gender such reference shall include the plural or feminine with equal force wherever the context requires the same.

14. Sale of Land.  The corporation shall not dispose of any real property except in accordance with such approval as may be granted by a majority of the entire membership at a regular or special meeting of the members.

15. Audit.  Prior to the annual meeting, the President, with the concurrence of a majority of the Board of Directors, shall appoint an auditing committee consisting of three or more persons who shall audit the books and accounts of the Treasurer and submit a report on the audit to the Board of Directors.

Amended November 2001
Article IV, Section 1

Amended January 2004
Article III, Section 1

Amended January 2011
Article IV, Section 2

Amended December 2012
Article IX, Section 1

Amended February 2017
Article IV, Section 2

Amended May 2017
Article III, Section 2 and 3

Amended October 2018
Article IV, Section 1