BY-LAWS OF THE OLD GEORGETOWN CLUB, INC.

Updated as of March 2017

ARTICLE I

A. Name

 

     The name of the Club shall be the Old Georgetown Club, Inc.

ARTICLE II

A. Purpose

     The purpose for which this Club is formed is to promote the health and general welfare of its members, and in      pursuance thereof, to construct, own and operate a swimming pool and other recreational facilities, and to take      such other actions as are appropriate in the conduct of its activities in the County of Montgomery and State of      Maryland for the use of its members and their families and friends.  The Club is a seasonal, social and      recreational facility but may be used year-around at the discretion of the Board consistent with local, state and      Federal rules, laws and regulations.

ARTICLE III

A. Organization

     Section 1. There shall be a Board of Directors of nine members elected by the active members of the Club.  Past Presidents of the Club whose terms as Directors have expired shall also be ex officio members of the Board of Directors but shall not be entitled to vote at its meetings.

     Section 2. At the first election three Directors shall be elected for a term of one year, three for a term of two years, and three for a term of three years. On an annual basis thereafter three Directors shall be elected by a majority of the remaining members of the Board of Directors not up for re-election from among the active membership of the Club for a term of three years or until their successors have been chosen. 

     Section 3. Any member of the Board of Directors who shall cease to hold an active membership in the Club automatically shall cease to be a member of the Board of Directors. Any Board member who is absent from three consecutive meetings of the Board without reasonable cause as determined by the remainder of the Board, or who fails to make payment of Membership Dues in accordance with these bylaws, shall cease to be a member of the Board. 

ARTICLE IV

A. Duties of the Board of Directors 

     Section 1. Consistent with these By-laws and such additional policies as the membership by resolution adopt, the Board of Directors shall:

     

     a.         Transact all business necessary to the proper and efficient management of the Club. It may appoint and remove such clerks, agents, servants or employees as it may deem necessary and may fix their duties and compensations.

     b.         Admit new members, both active and temporary, as provided under Article VI.

 

     c.         Elect from the Board of Directors the following members, all of whom shall serve without compensation, except as provided under Article IV, Section 7:

     i. President

     ii. Vice President

     iii. Secretary

     iv. Treasurer

     v. Director of Facility Operations

     vi. Director of Membership

     vii. Director of Information Technology

     viii. Director of Social Events

     ix. Director of Swim/Dive/Tennis Teams

 

     d.         Fill any vacancy in the membership of the Board of Directors to serve until the next election through which the vacancy shall be filled.

     e.         Constitute and appoint all committees and define the powers and duties of the same.

     f.          Fix the terms and conditions upon which guests of members may use the facilities of the Club.

     g.         Perform such other duties as are assigned to it in these By-Laws.

     Section 2. The Board of Directors shall designate the bank or banks in which the funds of the Club shall be

     deposited and determine the manner in which checks, drafts, and other instruments of the Club shall be

     executed. However, the Board of Directors shall always require that two officers of the Club, one whom must be

     either the Treasurer or the President, must sign all such checks, drafts or other instruments for payment of money

     drawn in the name of the Club.

     Section 3. The Board of Directors shall cause the books of the Club to be audited annually, by a competent

     entity selected by the Board of Directors, who shall neither be Directors nor officers of the Club, and the report of

     the auditors shall be available to the members at all times.

 

     Section 4. All powers, authority, duties and functions of the members, Board and employees shall be exercised

     in strict conformity with applicable provisions of Law, Bylaws, Policies and Procedures and regulations.

 

     Section 5. A Reserve Fund of a minimum of Ten Thousand Dollars ($10,000) shall be maintained for

     unanticipated repairs or obligations whose cost exceeds the amount set aside in the annual budget for such

     repairs or obligations. This Reserve Fund may not be used in connection with any expansion or improvement of

     pool facilities. When any portion of this Reserve Fund is used, the Board of Directors shall determine the

     appropriate means for its replacement.

 

     Section 6. The Board of Directors shall authorize expenditures of funds as approved in the budgets and as

     follows:

     a.         The Board may issue written authorization for certain individuals to expend amounts up to and not 

                 exceeding One Thousand Dollars ($1,000) for certain purposes approved by the Board, to be paid

                 upon submission of a proper invoice by those individuals so authorized.

     b.         Any commitment over One Thousand Dollars ($1,000) must be approved in advance by a quorum of

                 the Board of Directors, and must be supported by a written contract or other agreement signed by at

                 least two officers of the Club, one of whom must be either the Treasurer or the President.

 

     Section 7. Board members shall serve without compensation.  However, because of the considerable time

     commitment and amount of work associated with their Board duties and to attract members to participate on the

     Board, each Board member shall be entitled to a discount from the Annual Membership Dues for each year of

     service on the Board, provided that such Board member has successfully fulfilled his or her obligations as a

     Board member during the previous year.  Such discount shall be applied to the Board member’s Membership

     Dues for the year following the Board member’s fulfillment of his or her service on the Board..  A written

     determination of fulfillment of Board duties will be included in the annual report called for under Article IV, and

     shall be made available for review by the membership.  The Board may in its discretion offer discounted

     Membership Dues rates to volunteers or other individuals or categories of membership based on their

     contributions to the Club, as determined in writing by a two-thirds majority of the Board.

 

B. Board Meetings

     Section 1. The Board of Directors shall meet at least once a month in Montgomery County , Maryland, during   

     the months of March, April, May, June, July, August, and September and at such other times and intervals as they

     may deem necessary.

 

     Section 2. Six members of the board shall constitute a quorum. Except as otherwise provided in these By-Laws, a

     majority of those present must concur in all actions.

 

     Section 3. Meetings may be held, in person, via teleconference and/or by other electronic means at the

     discretion of the Board. Any electronic voting must be maintained by the Secretary or Board using a verifiable e-

     mail address.

     Section 4. Nothing in these By-Laws shall be construed to permit the Board of Directors to borrow or pledge the

     credit of the Club without the specific approval of the Club membership at a duly held meeting or vote of the

     Active Members of the Club.

 

     Section 5. Any member of the Board of Directors may be removed from office by a majority vote of the Active

     Members at a meeting or vote of the membership called in accordance with these By-Laws.

 

     Section 6. Minutes of meetings of the Board of Directors describing all decisions having financial impact on the

     Club, shall be made available by the secretary upon member request. Additionally, the Board shall prepare an

     annual report summarizing the annual results for each Board member’s area of oversight, to include annual

     financials.  The annual report will be electronically provided to members before the annual open meeting. 

 

ARTICLE V

Officers and Other Board Member Responsibilities 

 

     Section 1. The officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer.  The

     President, Vice President, Secretary and Treasurer shall be elected annually by the Board of Directors from among

     its members. The President must have served one year as a Director and may not serve successive terms. 

 

     Section 2. The President shall be the chief executive officer of the Club, and shall preside at meetings of the Club

     and of the Board of Director. the President shall make an annual report to the members of the Club of the Club

     activities of the preceding year. 

 

     Section 3. The Vice President, in absence or disability of the President, shall act in his or her stead.

 

     Section 4. The Secretary shall send out the notices of the meetings of the members of the Club and of the Board

     of Directors, keep the minutes, and attend to the correspondence pertaining to his or her office. He or she shall

     perform such other duties pertaining to his or her office as may be asked of him or her by the Board of Directors.

 

     Section 5. The Treasurer shall attend to and/or ensure the effective keeping of the accounts of the Club,

     collecting its revenues, and paying its bills as approved by the Board of Directors or other agency authorized by

     the Club to incur them. He or she shall deposit funds of the Club received by him/her, in the name of the Club in

     such depository as may be authorized by the Board. He or she shall perform such other duties pertaining to his

     or her office as may be asked of him or her by the Board of Directors. Section 6. The Director of Facility

     Operations, in the absence or disability of the President and Vice President, shall act for the President. The

     Director of Facility shall, under the direction of the President, attend to the operation and maintenance of the

     physical plant of the Club, and shall be Chairperson of the Pool and Grounds Committee. 

 

     Section 7. The Director of Membership shall be responsible for the overseeing of the administration of the

     membership. This includes being responsible for overseeing the preparation of all forms/flyers for membership

     application, notice of Dues, membership drives and Club identification. Shall maintain and/or ensure the

     maintenance of current rolls and keep accurate statistical records of memberships. Any volunteer fee programs

     implemented will be run by the Direct of Membership. 

 

     Section 8. The Director of Information Technology shall be responsible for managing our website technology,

     design, content and email communications to connect with members. Shall also oversee the upkeep and

     maintenance of the Club web-site. 

 

     Section 9. The Director of Social Events shall organize and oversee all social events sponsored by the Club. The

     Director of Social Events will solicit Club members to volunteer for the various Club social events during the year

     and provide guidance and advice to the volunteers to ensure the Club is fostering a community spirit across the

     membership. 

 

     Section 10. The Director of Swim/Dive/Tennis Teams shall manage and direct the Club’s teams to provide a

     variety of activities for our young community. The Director will manage the budget and staffing, organize team

     practices schedules, coordinate team competitions, and act as the liaison to the board regarding all team

     activities. 

     Section 11. The Board, may create such other offices as may be necessary and appoint one or more persons to

     such office. 

 

ARTICLE VI

A. Members

     Section 1, Membership. Membership of this Club shall be available to all members of a family unit consisting of

     the head of a household and resident members of the family (hereinafter a “family unit”). Except as otherwise

     provided in these By-Laws, at the discretion of the Board of Directors, any other person permanently residing with

     the family may be included as part of the family unit. In any family unit only the head of the household or spouse

     may hold elective office. The type of membership shall be as follows:

     a.         Active Members.  An “Active Member” is any member of a family unit that has been accepted for   

                 membership by the Board and (i) prepaid Dues in accordance with Article VII, Section 2, or (ii) paid the

                 initiation fee as required by Article VII, Section 3 and paid the annual Membership Dues for the current

                 year as required by Article VII, Section I. The individuals forming a family unit are designated hereafter

                 collectively as the family unit. Each family unit qualifying as an Active Member shall be entitled to one

                 vote in any matter requiring a vote of the membership.

     b.         Inactive Members.  An “Inactive Member” is any member of a family unit as described in subsection (a)

                of this section that, because of a change of residence, is unable to utilize the facilities of the Club; such

                inactive status requires Board approval and may not exceed a period of one year unless extended

                beyond said period at the discretion of the Board of Directors.  Inactive Members shall not be entitled to

                vote in any matter requiring a vote of the membership.

     c.         Summer Members.  A “Summer Member” is any member of a family unit that has been accepted for

                membership by the Board and paid the Dues required by Article VII, Section 4.  Summer Members shall

                have the privilege of utilizing the facilities of the Club for a period of one year, as established by the

                Board. A summer family unit may be renewed by the Board at the end of any year. Summer Members

                are not entitled to vote in any matter requiring a vote of the membership.

     d.         Lifetime Members.  A “Lifetime Member” is any individual, aged 65 or older, who has been accepted

                 for membership by the Board and paid the Dues required by Article VII, Section 5.  A Lifetime Member

                 shall not be entitled to vote in any matter requiring a vote of the membership, and shall not be entitled

                 to a refund of the capitalization contribution called for under Article VII, Section 3 upon his or her

                 withdrawal from the Club.

Section 2, Admission of New Members. Membership must be applied for in writing in a form and at such time as established by the Board.  A membership waiting list shall be maintained at all times by the Director of Membership and this list shall be available for inspection by any member of the Club upon request.

     a.         The decision to admit an applicant from the membership waiting list shall be made by a majority of the

                 Board.  Priority on the waiting list shall be determined by the date a completed application is received

                 by the Board.  In addition, the Board may in its discretion extend priority from the waiting list to the

                 owners of property physically adjoining the Club. 

     b.         Admission decisions shall be made without regard to race, color, national or ethnic origin, age,

                 religion, disability, gender or any other characteristic protected under applicable federal, state or local

                 law.

     c.         An applicant whose application has been selected by the Board for admission to the membership will

                be notified in writing, with instructions for submission of all required fees.  An applicant shall be

                considered admitted or accepted to the membership upon full payment of all required fees. 

     d.        An applicant who is accepted for membership but declines membership or fails to pay the required fees

                within the time period provided in the notice of acceptance shall forfeit his or her right to membership,

                and will be returned to the waiting list and no preferences shall be given to any such person who

                subsequently chooses to reapply for membership.

 

Section 3, Withdrawal. Any member of the Club may withdraw at any time subject to the provisions of Article VII, and there shall be no refund of the current years Des except as may be provided otherwise by the Board, and at their sole discretion.

 

Section 4, Suspension and Expulsion. Any member may, for cause and after having been given reasonable notice in writing and opportunity to respond, be suspended for a period not exceeding three weeks or permanently expelled by a two-thirds vote of the members of the Board of Directors present at any meeting thereof. Cause for suspension, or expulsion, shall in general consist of violation of these By-Laws or of the rules of the Club, or of unbecoming conduct. Suspension and expulsion may be applied to a family unit or any member thereof.

     a.         The Board of Directors may delegate to an Administrative Committee, or to a responsible employee or

                 independent contractor of the Club, the power to temporarily suspend pool privileges of any member of

                 a family unit for the violation of the rules and regulations of the Club provided such suspension,

                 containing reason thereof, shall be subsequently submitted to the President or other Board officer within

                 forty-eight hours following the action.

     b.         Any member of the Board of Directors and/or designated employee or independent contractor may

                 require a family unit, single member and/or guest to leave the premises of the Club for any violation of

                 these bylaws, pool rules, unbecoming conduct or other law or regulation for a period of 24 hours. The

                 Board Member or designee must submit, in writing, detailed reasons for the action to the Board within

                 forty eight hours of the action.

     c.         A member who has been suspended or expelled pursuant to this Article VI, Section 4 is not entitled to

                any refund of Membership Dues.

Section 5, Member Privileges. All members of the Club in good standing who have paid the applicable Dues shall be entitled to use the facilities of the Club subject to these Bylaws and the pool rules and regulations which shall be adopted by the Board of Directors and posted at all times on Club premises.

     a.         A card or other notice shall be issued by the Director of Membership or designee, upon payment of

                 Dues, to every family unit.

     b.         Except as otherwise provided in these By-Laws, on special occasions the Board of Directors at its

                discretion may extend privileges of the Club to non-members.

     c.         Any property of the Club broken or damaged by a member or his or her guest can have no claim

                against the Club, for the property of members, or any guest, which may be brought into or left in the

                Club buildings or on the grounds,

     d.         At the sole discretion of the Board, any property of the Club broken or damaged deliberately or

                 carelessly by a member or his or her guest shall be promptly paid for by such member. No person shall

                remove any article belonging to the Club.

Section 6, Limit On Membership. The number of active family member units in the Club shall be established at three hundred (300) and may only be increased by a two thirds majority vote of the Board of Directors to a maximum of no more than four hundred (400) family units, subject to capacity and applicable zoning limits.

Section 7, Transfer of Membership.  Membership in the Club may not, under any circumstance, be transferred, sold, rented or assigned to another person or entity.

ARTICLE VII

Dues and Fees

Section 1, Annual Membership Dues. The Board shall, but before April 1st of each year, establish Membership Dues for each category of membership (Active, Inactive, Summer, and Lifetime) for the ensuing year.

     a.         Membership Dues shall be sufficient to provide for the necessary expenses of the Club and the proper

                 maintenance and improvements of its property, and such Dues shall be payable as follows, unless

                 otherwise determined by the Board.

     b.         Members are required to make full and timely payment of all Dues for each year in order to enjoy

                 continued use of Club facilities and receive other benefits of membership provided for herein.

     c.         A penalty fee shall be added to the Dues on active family units who do not remit payment to the Club

                within fifteen days of the identified date.

     d.        Special payment arrangements can be made by contacting the Board, in writing, prior to the identified

                date of payment for each year. Any special payment arrangements are determined solely at the

                discretion of the Board.

     e.         No Dues, nor part thereof, shall be refunded in the event that the pool operations are required to be

                suspended for any period unless otherwise determined by the Board.

 

Section 2, Charter Membership. Charter membership shall consist of those individuals who prior to May 15, 1956, have obligated themselves to prepay Dues in the amount of $250.00 per member family unit; in recognition of this contribution, the obligation to pay Annual Membership Dues is waived for Charter Members.  Charter Member shall be entitled to one vote in any matter requiring a vote of the membership.

 

Section 3, Initiation Fees. On acceptance to Active membership, each applicant family unit shall be required to pay a one-time initiation fee of not less than $1,000.00 which is not refundable.  In addition, each Active Member shall be required to pay the sum of $150.00 toward capitalization of the Club which shall be refunded upon withdrawal, subject to Section 4 below.

 

Section 4, Withdrawal. Upon withdrawal of a family unit from the Club, the capitalization deposit may be refunded provided that such refunds shall be made only upon admission of a replacement family unit and based on the amount paid for capitalization on record with the membership administrator.

 

Section 7, Dissolution. In the event of dissolution of the Club in any manner or for any reason, the property of the Club shall be sold and the proceeds therefrom and other funds of the Club shall be paid in the following order:

a.         To satisfy just debts and obligations other than unearned prepaid Dues.

b.         To refund to Charter member family units amount of unearned prepaid Dues.

c.         To refund all other member family units the amount provided for in Section 2 of this Article.

d.         Any balance of funds after the payment referred to in paragraphs a through c of this section shall be paid

            pro rata to the active family units of the Club.

 

Section 8, Suspension of Membership Privileges. Any member failing to pay Dues or indebtedness after being notified, in writing, that, if such indebtedness shall not be paid within fifteen calendar days thereafter, such shall constitute cause for further suspension or expulsion pursuant to Article VI, Section 4.

 

Section 9, Unpaid Dues. Upon cessation of membership for any cause, all indebtedness owing to the Club by a member shall be a lien and charged against his or her unearned prepaid Dues or other entitlement to reimbursement.

 

Section 10, Special Levies. No special assessment shall be levied upon the members without approval of a majority of the members in good standing present at a meeting or vote duly constituted. Due notice of any special meeting or cote must be provided in advance of such meeting or vote. Voting can be obtained through electronic proxy.

 

Section 11, Volunteer Assessment. OGC is a volunteer run organization. Each member should contribute to the running of the Club. If volunteerism is waning, the Board may activate a volunteer assessment for members. Each member may be assessed 2-6 hours of work as determined by the Board of Directors and presented in writing to the membership. Volunteer sign ups would take place 30 days prior to the pool opening each year, and must be performed between Memorial Day and Labor Day for that season. In lieu of all or part of the work assessment, a member may make a cash payment to the Club at a rate, no more than $150, to be determined yearly by the Board of Directors. Activation of such program will be presented to the membership in writing.

 

ARTICLE VIII

A. Meetings 

Section 1, Annual Meeting. An Annual Meeting of the Club shall be held between September 1-October 31 in each year at such places as are reasonably convenient to the members of the Club in Montgomery County, Maryland.

     a.         The Annual Meeting shall be for the purpose of presenting reports, consideration of the annual budget

                 which shall be submitted by the Board, and for the transaction of such other business as may be

                 indicated in the notice or may be brought before it.

 

Section 2, Special Meetings. Special meetings of the Club may be called by the Board of Directors. Also upon written request of ten active members to the Secretary, stating the purpose therefore, a Special Meeting shall be called by the Secretary within thirty days.

 

Section 3, Notice of Meetings. Notice of the Annual Meeting shall be given by mail or e-mail to the members at least fifteen days prior thereto. The notice of the Annual Meeting shall include the names of candidates nominated by the Nominating Committee and those nominated as by Article IX, Section 2.

     a.         Special Meetings of the Club may be held on five day’s notice by mail or e-mail to all members. The

                 notice shall state the purpose for which the Special Meeting is called, and no other business shall be

                 transacted thereafter.

Section 4, Voting. Voting in any matter requiring member approval pursuant to these bylaws may be conducted (i) viva voca at any duly called, in person meeting of the Club membership, or (ii) by e-mail or other electronic means established by the Board.  In the event of any in person vote, ten Active Members present in person shall have the right to demand voting by roll call.

Section 5, Membership Approval. Unless otherwise specified in these bylaws, any vote or other matter requiring approval of the Club membership shall be decided by a majority of those Members entitled to vote. 

 

Section 6, Delivery of Notice. Whenever in these By-Laws notice to members is required, the mailing or e-mailing of such notices to the last known address of the members shall constitute notice. It is the member's responsibility to update the Club, in writing, of any change in address or e-mail address.

 

Section 7, Board Meetings. The Board of Directors shall hold its first meeting following the Annual Meeting of the members of the Club in each year as promptly as practical. The Board of Directors shall establish a schedule of its meetings and rules for the conduct thereof. Minutes of all meetings of the Board shall be kept and shall be made available for inspections by any member of the Club.

     a.         Special meetings of the Board of Directors may be called by the President upon reasonable notice to all

                 members of the Board and shall be called by the Secretary upon the request of two members of the

                 Board.

 

ARTICLE IX

Nominations

Section 1. There shall be a Nominating Committee to be composed of five active members of the Club appointed by the Board of Directors, from among the Directors whose terms of office shall not expire at the ensuring election.

The Nominating Committee shall nominate from among the Active Members the candidates for the vacancies in the Board of Directors to be filled during the next year; and shall report such nominations to the Secretary on or before August 15 after which date such nominations shall be made available to any member of the Club upon request.

 

Section 2. Additional nominations from among the active members of candidate for election at the next election may be made by a written request submitted by any Active Members, provided such nomination is delivered to the Secretary at least twenty days before the meeting or vote of the Club membership.

 

Section 3. Nominations may be made by any Active Member from the floor at a meeting of the Club membership, or in writing to the President or other member of the Nominating Committee.

 

Section 4. Written consent of all nominees to accept office shall be obtained in advance of the nominations.

 

ARTICLE X

Committees

 

Section 1. The standing committees shall be: Administrative, Membership and Nominating.

 

Section 2. Subject to the authority of the Board of Directors, Administrative Committee shall exercise supervision over the pool and grounds, shall attend to the improvement and maintenance of the pool, buildings, operating equipment, and grounds, and shall have authority there-over; and shall see that the rules and regulations of the Club are enforced. The Administrative Committee shall prepare the annual budget and shall report to the Board of Directors.

 

Section 3. The Membership Committee, in accordance with Article VI, Section 2, shall report to the Board of Directors upon the desirability of applicants in membership.

 

Section 4. The Nominating Committee shall perform the functions specified in Article IX.

 

ARTICLE XI

Miscellaneous

Section 1. Each person who acts as a Director or Officer of the Club shall be indemnified by the Club against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding in which he or she is made a party by reason of his or her being or having been a Director or Officer of the Club, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to have acted outside the scope of his or her authority or be liable for gross negligence or willful misconduct in the performance of his or her duties.

 

Section 2. The right of indemnification provided herein shall insure to each Director and Officer referred to in these Bylaws. whether or not he or she is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his or her death shall extend to his or her legal representatives.

 

Section 3. Any questions as to the meaning for proper interpretation of any of the provisions of these By-Laws shall be determined by the Board of Directors.

 

Section 4. “Robert’s Rules of Order” shall be the parliamentary guide for proceedings of the Club except when inconsistent with these By-Laws.

 

Section 5. These By-Laws may be amended by a two-thirds vote of the Active Members casting ballots in person, by e-mail or other electronic means or represented by proxy, excluding abstentions, at any meeting or vote of the Club, provided that at least fifteen day’s notice and a copy of the proposed amendment shall be given by mail or e-mail to each Active Member of the Club prior to the meeting at which the proposed amendment is to be considered.

 

Section 6. Private Parties shall be arranged through the pool manager on duty and will be first-come first-serve basis. Only Members in good standing can host private parties and make reservations for the use of the Club facilities. Guests, (Non-members of OGC) are subject to a normal guest fee established by the Board. Requests for special events with numbers over 25 must be made in writing to the Board of the Club for approval. These special event requests will be addressed at the next regularly scheduled meeting or by email approval within the board members. The Board of Directors may establish a fee including a clean-up deposit fee required by the Member who requested the party at the pool.

Section 7. Due to Swim or dive team or other Board approved events and Holidays, availability for party reservations on weekends may be limited, but may be scheduled provided there is no conflict with other Club events. The Board through the pool manager will make the decision concerning those factors.