As of May 30, 2005
Article I, Name
The name of the Corporation, incorporated under the laws of the State of Maryland, shall be Rock Creek Pool, Inc.
Article II, Object
This Corporation is formed for the purpose of providing swimming and other recreational facilities for its members and their families and guests and promoting the welfare of the communities in the area in which the facilities of the Corporation may be situated and not for the purpose of financial profit or gain; and in furtherance of these purposes to build or otherwise acquire and maintain such pools, bathhouses, and other recreational, social, and civic facilities and appurtenances thereto as may appear desirable therefore.
Article III, Board of Directors
Section 1. Control. The management of the Corporation shall be under the control of its Board of Directors.
Section 2. Qualification and Election. The Board of Directors elected at and after the first annual meeting of the membership shall consist of fifteen (15) members of the Corporation in good standing, at least eleven of whom shall be occupants of their own homes in Rock Creek Forest Rosemary Hills Area. Directors shall be elected by plurality vote for two-year terms at the October meeting of the membership, in such a way that eight (8) Directors are elected in one year, seven (7) the next year, etc.; at the first election of directors, eight (8) Directors shall be elected for one-year terms and seven (7) for two-year terms. The newly elected Directors shall take office immediately upon election. All Directors shall serve without compensation.
- Spouse of Member. An associate member who is the spouse of a regular member shall be eligible for election to the Board of Directors in the place and stead of the regular member.
Section 3. Vacancy. Any vacancy occurring in the Board shall be filled by majority vote of the remaining members of the Board. The person appointed shall serve until his successor, elected at the next annual membership meeting, takes office. The successor shall be elected to fill the remainder of the vacant term.
Section 4. Quorum. Ten (10) Directors shall constitute a quorum for the transaction of business. All business shall be conducted by majority vote of those present, unless specified otherwise herein.
Section 5. Regular Meetings. Regular meetings of the Board shall be held in the following months: January, April, June, and October. The time and place of the meeting shall be designated by the President, and notices of such meetings shall be given to each Director, at least five (5) days prior thereto.
Section 6. Special Meetings. Special meetings of the Board may be called at any time by the President; also he shall call such meetings at the request of at least five (5) Directors. Notice of such special meetings, stating the purpose thereof, shall be given to all Directors.
Section 7. Duties. The Board of Directors shall transact all Corporate business, including, but not limited to, construction of facilities and establishment of rules for use thereof; establish the initiation fee; approve applications for membership; select the depository for Corporate funds; and provide for annual audit or review of the Corporate books and records, at the discretion of the Board of Directors.
Section 8. Pledging Credit. The Board of Directors may not borrow or pledge the credit of the Corporation in excess of Three Thousand Dollars ($3,000.00) without specific approval of the majority of the members voting at any meeting, except as is necessary in the initial construction of the swimming pool and immediately related facilities. This section shall not apply with respect to any iten or items in the current annual budget as provided in Article VII.
Article IV, Officers
Section 1. Election. The officers of this Corporation shall be a President, a Vice-President, a Secretary, a Treasurer and, if deemed necessary by the Board of Directors, an Assistant Secretary and an Assistant Treasurer. The President, Vice-President, Secretary, and Treasurer shall be elected annually by the Board of Directors at the first meeting of the Board following the annual meeting of the Corporation and shall hold office until their successors are elected, unless sooner removed. The Assistant Secretary and the Assistant Treasurer may be appointed by the Board of Directors and hold office at its pleasure. All officers, except the Assistant Secretary and Assistant Treasurer, must be members of the Board of Directors. An officer may be removed from office by a vote of ten (10) members of the Board.
Section 2. Duties of President. The President shall preside at the meetings of the Corporation and of the Board of Directors. He shall appoint all standing committees, designating the Chairman thereof, and all special committees as may be directed. He shall be, ex-officio, a member of all committees, and shall be entitled to a vote. He shall present an annual report on behalf of the Board of Directors to the membership at its October meeting.
Section 3. Duties of Vice-President. The Vice-President shall have and exercise all the powers, authority, and duties of the President during his absence or inability to act. He shall also act as assistant to the President and perform such other functions as he may be directed to perform by the Board.
Section 4. Duties of Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors, of the membership, and any other meetings which the Secretary is designated by the President to attend; he shall maintain a list of current members and the waiting lists and shall notify new members of their acceptance by the Board; 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 it.
Section 5. Duties of Treasurer. The Treasurer shall receive and have custody of all funds and securities of the Corporation; when necessary or proper he shall endorse on behalf of the Corporation for collection all checks, notes, and 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 accounts; 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 Treasurer, subject to the control of the Board of Directors. He shall present a written annual financial report to the membership at its October meeting.
Section 6. Duties of Assistant Secretary and Assistant Treasurer. The Assistant Secretary and Assistant Treasurer shall have such powers and shall perform such duties as the Secretary and Treasurer, respectively, may designate, subject to approval by the Board of Directors.
Section 7. Bonding. All officers authorized to receive and disburse monies shall be bonded at the expense of the Corporation and in such amount and with the bonding company as specified by the Board of Directors.
Article V, Members
Section 1. Admission. Applicants for membership shall be elected to membership by a majority vote of the Board of Directors at any duly constituted meeting thereof and shall, upon payment of the initiation fee, and any dues or charges then due, be duly inscribed on the roll of members of the Corporation. A Certificate of Membership, in a form to be determined by the Board of Directors, shall be issued to each member.
Section 2. Number. Membership in the Corporation shall be limited to four hundred (400) members. The number of associate memberships shall be unlimited.
Section 3. Types. There shall be regular members, referred to herein as “Members”, and associate members. Associate membership shall be limited to persons in the family of and residing with a member, and such other residents of the member’s household as the Board may approve.
Section 4. Areas Open to Membership. Regular membership shall be limited to homeowners and other resident of Rock Creek Forest and Rosemary Hills, and to such other residents of areas adjoining Rock Creek Forest as shall be approved by the Board.
Section 5. Privileges.
- All classes of members of the Corporation shall be accorded the facilities of the Corporation subject to the pool rules and regulations which shall be posted conspicuously at all times on the Corporation’s premises.
- The Board of Directors shall fix the terms and conditions upon which guests of members may use the facilities of the Corporation.
- Members shall be entitled to vote, petition, and hold elective office. An associate member who is the spouse of a regular member shall be entitled to vote and petition in the place and stead of the regular member; and shall be eligible for elective office pursuant to Article III, Section 2(a). All other associate members shall not be entitled to vote, petition, or hold elective office.
- The Board of Directors shall fix the terms and conditions for senior swim privileges, summer swim privileges, August swim privileges, and other special swim privileges.
Section 6. Suspension of Member.
- Any member of any class may, for cause and after having been given an opportunity for a hearing, upon not less than five (5) days’ written notice (which notice shall specify the charges against him), be suspended for a period of not exceeding three (3) months by a two-thirds (2/3) vote of the members of the Board of Directors present at any meeting thereof, and may be expelled by a two-thirds (2/3) vote of the entire membership of the Board. Cause for suspension, or expulsion, shall, in general, consist of violation of these By-Laws or of the rules and regulations of the Corporation, or of conduct detrimental to the interests of the Corporation.
- The Board of Directors may delegate to the Chairman of the Pool and Grounds Committee, or a responsible agent of the Corporation, the power to suspend pool privileges for the violation of Corporation rules and regulations without hearing, provided such suspension does not exceed five (5) days. A report of such suspension, containing reasons therefore, shall be submitted to the President or to the Chairman of the Pool and Grounds Committee within twenty-four (24) hours. Such report shall be given to the suspended member, unless such member is an associate member, in which case the report shall be given to the regular member of the family. The President or the Chairman of the Pool and Grounds Committee may vacate such suspension.
- There shall be no abatement, rebate, or refund of dues, assessments or other charges, in the event of suspension of a member of any class or type, or in the event of expulsion of an associate member.
- The Board shall repurchase the membership of any regular member who has been expelled, at a price equal to the then prevailing initiation fee, the then book value of the membership, or his original price, whichever is the lowest, less Fifty Dollars ($50.00) in any case.
Section 7. Transferability.
- Membership shall be transferable subject to the provisions of (b) below, and subject always to the approval of the applicant for new membership by the Board of Directors.
- Except in the case of a transfer to the purchaser or lessee of a member’s home in the areas open to membership under Section 4 of this Article, the membership must first be offered to the applicant or applicants designated by the Board of Directors from the official waiting list, at a price equal to the then prevailing initiation fee or the book value of the membership, whichever is the greater. A member shall be free to sell his membership subject only to the approval of the new applicant by the Board, in either if the following events: (1) If there is no such waiting list; (2) If no such designee from the waiting list is ready, willing, and able to purchase at said price within sixty (60 days of the initial offer.
- The Board shall establish and have maintained an official waiting list of applicants for membership and shall designate names therefrom in application date order for purposes of (b) above.
Article VI, Committees
Section 1. Standing Committees. The Board of Directors shall have the following standing committees with duties as stated. The members of these committees shall serve until their successors are appointed.
- Membership Committee – The Membership Committee shall investigate and report to the Board of Directors upon the desirability of applicants for membership.
- Pool and Grounds Committee – To the extent delegated by the Board of Directors, the Pool and Grounds Committee shall exercise supervision of the pool and grounds; operating equipment and grounds; and shall prepare and recommend for approval by the Board of Directors all rules for the operation of the pool and recreational facilities.
- Legal Committee – Shall pass on all legal matters with which the Corporation is concerned, including the preparation and/or review of contracts or other documents to be executed by the Corporation and make its recommendations to the Board of Directors.
- Finance Committee – Prepare the annual budget for submission to and approval by the Board of Directors, and make recommendations with reference to financial matters of the Corporation.
Section 2. Additional Committees. The Board of Directors may provide for such additional committees as it deems necessary and, consistent with these By-Laws, may assign duties to all committees.
Articles VII, Fiscal Affairs
Section 1. Annual Budget. An annual budget setting forth anticipated revenue and proposed expenditures for the fiscal year shall be prepared by the Finance Committee and presented to the Board of Directors for approval, not later than the first day of January each year.
Section 2. Annual Dues and Assessments
- The annual dues shall be fixed by the Board of Directors, and shall be payable by April 30th of each year.
- Special assessments, if any, shall be payable at such times as the Board of Directors may specify.
- The Board of Directors may, in individual cases, waive the payment of annual dues for cause shown and subject to reasonable conditions.
Section 3. Refunds. There shall be no refunds of annual dues or special assessments unless specifically approved by the Board of Directors.
Section 4. Delinquency. The facility of the Corporation shall not be available to members of any class type until all annual dues and special assessments, if any, have been paid, as provided herein.
Article VIII, Meetings of the Membership
Section 1. Annual Meeting.
- The annual meeting of the membership shall be scheduled between August 1st and October 31st of each year for the purposes of electing Directors, receiving the written annual reports of the President and the Treasurer, and transacting such business as may properly come before the meeting.
- The notices of the meeting shall be mailed or otherwise distributed to the members at least one (1) week prior to the meeting date and wherever feasible, shall contain a list of topics to be presented to the membership for consideration. The notice shall also include the names of candidates for election as Directors nominated by the Nominating Committee.
Section 2. Special Meetings. Special meetings of the membership may be called by the Board of Directors. Also, upon written request of not less than fifty (50) members to the Secretary stating the purpose therefore, a special meeting shall be called by the President within twenty (20) days. One (1) week’s notice of the meeting and its purpose shall be given to the members. No other business shall be transacted.
Section 3. Voting. Only in good standing and present shall be entitled to vote at membership meetings.
Section 4. Quorum. Five percent (5%) of the membership present in person, shall constitute a quorum of the transaction of business at any meeting. If less than a quorum is in attendance, such meeting, may, after the lapse of at least one-half hour, be adjourned to a subsequent date by a majority of the members present. In such event notice shall again be sent to the membership; such notice shall state that the previous meeting adjourned for lack of a quorum, and that the number of members present at such subsequent meeting shall constitute a quorum.
Section 5. Notices. Whenever in these By-Laws notice to members is required, the mailing or distribution of such notice to the address shown on the records of the Corporation for the members shall constitute such notice.
Article IX, Election of the Board of Directors
Section 1. Nominating Committee
- There shall be a Nominating Committee composed of five (5) members of the Corporation, not more than three (3) of whom may be members of the Board of Directors. The President shall first appoint two (2), and the Board shall then elect three (3) members of the Nominating Committee.
- The Nominating Committee shall nominate candidates for the vacancies on the Board of Directors. The slate shall consist of at least the number of candidates in as their are vacancies. The nominating Committee shall report such nominations to the Secretary on or before September 15th.
- Nominations may also be made from the floor providing each nomination is supported by one second.
- All nominees shall have first expressed a willingness to serve, either to the Nominating Committee, at the meeting, or by a statement in writing.
Section 2. Voting. Each member may vote for as many candidates as there are vacancies. Voting shall be by secret ballot.
Section 3. Filling Vacancies. Subject to the requirement that at all times at least eleven (11) members of the Board shall be homeowners as defined in Article III, Section 2, vacancies for the two-term shall be filled by the candidates receiving the highest number of votes; vacancies for the one-year term shall be filled by the candidates receiving the next highest number of votes. If a member votes for more candidates than there are vacancies, the ballot shall be considered defective and void.
Article X, Amendment of the By-Laws
Proposals for amendments of these By-Laws must be sponsored by at least twenty-five (25) members and shall be submitted in writing to the Secretary who shall then present such proposals at the next meeting of the Board of Directors. Such proposals and the recommendations of the Board, if any, shall thereafter be placed upon the agenda of the next regular or special meeting of the membership, and such proposals shall be set forth in the notice of such meetings. Approval by two-thirds (2/3) of the members in attendance, but in no event by less than fifty (50) affirmative votes, shall be required in order to adopt any amendment, except that an amendment of Article X or Article XI, Section 3 shall require not less than one hundred fifty (150) affirmative votes. The By-Laws shall not be amended in any other manner.
Article XI, Miscellaneous
Section 1. Indemnification
- Each person who acts as a Director or Officer of the Corporation shall be indemnified by the Corporation against expenses actually and necessarily incurred by him in connection with the defense of any action, suit, or proceeding in which he is made a party by reason of his being or having been a Director or Officer of the Corporation, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties
- The right of indemnification provided herein shall inure to each Director and Officer referred to in (a) above, whether or not he is such Director or Officer at the time such costs or expenses are imposed or incurred, and in the event of his death such right shall extend to his legal representative.
Section 2. Rules of Procedure. Unless otherwise provided by law, by the certificate of incorporation, or by these By-Laws, 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.
Section 3. Sale of Land. The Corporation shall not sell any of its land unless authorized first, by two-thirds (2/3) vote of the Board of Directors at a regular or special meeting; and second, by a two-thirds (2/3) vote of the members in attendance at a regular or special meeting, but in no event by less than one hundred (100) affirmative votes, provided that the membership meeting notice shall contain full details of the proposed sale.
Section 4. Original Board of Directors. The original Board of Directors shall hold office until a Board of Directors is elected at the first annual meeting of the membership subsequent to the opening of the pool.
Posted July 2014