Mansion House Swim, Tennis & Dive

MANSION HOUSE CLUB, INC

Mount Vernon, Virginia

Bylaws

(As amended, December 12, 2012)


ARTICLE I – NAME

The name of the corporation is MANSION HOUSE CLUB, INC., incorporated under the Virginia Non-Stock Corporation Act on April 16, 1984, and referred to within these bylaws as the

“Corporation.”

ARTICLE II – PURPOSE

A.        General

The Corporation is formed to encourage and promote the health and civic, social, and                  general welfare of its members, and to construct, operate and maintain for its members park and recreational facilities, including a swimming pool, tennis courts, and related facilities.

B.        Financial

The Corporation is a non-profit organization. No pecuniary profit shall inure to the benefit of its directors, officers, or members. To this end, the Corporation may not issue stock nor declare nor distribute any dividend. No part of the net income of the Corporation shall inure to the benefit of any director, officer, or member of the Corporation. Further, any balance of money or assets remaining after full payment of all obligations of any kind of the Corporation shall be devoted solely to the purposes enumerated in paragraph A of this Article.

ARTICLE III – DEFINITIONS

            Administrative Fee -- A fee due at the time of sale of a Certificate of Membership.

Associate Shareholder -- A spouse, if the share is held solely, and a dependent of a Shareholder or any other person permanently residing in the Shareholder’s household as may have been approved by the Board for Associate Shareholder status.

            Associate Special Member -- The spouse of a Special Member living in the             Member’s household. This membership class does not exist for joint special          memberships.

Board -- The duly elected Board of Directors of the Corporation.

            Casual Guest -- A local resident (ZIP 223XX) not residing in the household of a         Member.

            Dues -- An assessment determined annually by the Board, approved by the           Shareholders and assessed according to these bylaws to Shareholders and Special Members of the Corporation.

            Guest Fee -- A fee set by the Board and paid by a Member for use of the   recreational facilities of the Corporation on a daily basis by an individual who

            will be the guest of a Member.

            Household Guest -- A person residing temporarily in the household of a Member.

            In Good Standing -- A condition enjoyed by a Member who has paid all dues and   specialpayments, as required, by 15 March, or who has paid all dues, special payments,            as required, and a penalty fee after 15 March.

            Initiation Fee -- A non-refundable fee payable by each prospective Shareholder

            prior to issuance of a Certificate of Membership.

            Joint Membership -- A Share issued in the name of a husband and wife

            living in the same household. At no time can two households claim ownership of a Share.

            Membership Fee -- a fee payable by each prospective Shareholder prior to            issuance of a Certificate of Membership as determined by the current market

            value of a Share in the Corporation.

            Notice of Delinquency -- A notice sent to a Member by the Secretary stating

            that dues and/or other monies owed to the Corporation have not been paid.

            Renters Fee -- An annual fee set by the Board and paid by Renters as they are     defined in Article IV. H. below.

            Share -- (Certificate of Membership) -- Indicia of legal ownership of a Share in

            the Corporation when signed by the President of the Corporation and the   Membership     Chairman.

Shareholder -- An individual or individuals holding a Share (Certificate of Membership) either solely or jointly.

            Sole Membership -- A Share issued in the name of one person.

            Special Member -- A class of membership of the Corporation as determined

            by these bylaws.

            Suspended Member -- A member who has not paid dues and/or other monies

            owed the Corporation within thirty (30) days of mailing of the notice of

            delinquency.

            Vacant Membership -- A Share owned by the Corporation.

.

ARTICLE IV – MEMBERSHIP

A.             Classes of Members

1.              Shareholder

2.              Special Member (This class of Member replaces the class of membership known as “Special Member” prior to 5 December 1989.

The name of each Member, together with the name of each qualified Associate Shareholder or Associate Special Member, shall be listed in the official membership listing of the Corporation maintained by the Membership Chairman for identification, collection of annual dues and special payments, and the issuance of annual membership cards, among other things.

3.              Renter (a member only in a limited sense) defined in subparagraph H, below.

B.             Application of Membership

Each applicant for purchase of a Certificate of Membership shall submit a signed application under which the applicant shall pay the membership fee, initiation fee, dues, and any special payments established by the Board. The dues and special payments may be prorated, if applicable.

C.        Purchase of Membership

All Certificates of Membership are purchased from the Corporation and may be purchased solely or jointly. No Certificate of Membership is severable nor may it be held or the benefits enjoyed by an individual/individualls other than the individual/individuals to whom the Certificate of Membership is sold, except as provided by the Board or its designee.  A joint membership is considered to have been purchased with a right of survivorship. Further, a joint membership whose property rights are in common following dissolution, annulment, or any other decree that shall have the effect of terminating a marriage may be converted to a sole membership in the name of one of the former spouses. It shall be the sole responsibility of the member to advise the Corporation in writing of a change in status of the membership. If the Corporation, without prior written notice, acts in good faith in accepting dues, assessments, and/or other payments from a member, such action shall be without recourse against the Corporation. Further, notice of payment to a member of the joint membership by the Corporation, without prior written notice to the Corporation of a change in status of the membership, shall be considered notice and payment to the joint membership and satisfaction of the Corporation’s obligation to both parties to the joint membership.

D.        Rights and Responsibilities of a Shareholder

1. A Shareholder shall pay to the Corporation, on or before 15 March of each year, all dues and special payments determined and assessed by the Board and approved by the Shareholders. If payment is hand delivered or postmarked after 15 March, a penalty fee shall be assessed. No Shareholder or Associate Shareholder shall be permitted access to the park and recreational facilities provided by the Corporation until such dues, special payments, and applicable penalty fees are received by the Corporation, except as authorized by the Board. Annual dues and special payments are payable by each Shareholder until such time as their Certificate of Membership is sold.

2. A Shareholder may surrender to the Board the Certificate of Membership together with a request signed by the Shareholder that the Corporation offers the Certificate of Membership for sale to an applicant for purchase of a Certificate of Membership. If a shareholder secures a willing purchaser for said unsold Certificate of Membership, that sale may be processed according to paragraph I.4. of this Article.

3. A Shareholder may relinquish to the Board the Certificate of Membership and request that the Corporation issue a Certificate of Membership to a designee residing at the

Shareholder’s address without the requirement of payment of the membership fee, but the initiation fee must be paid to the Corporation. The Board can neither undertake for consideration nor approve such a request unless the Treasurer reports that the Shareholder is in good standing.

4. All Shareholders in good standing shall be entitled to use the swimming pool, tennis courts, and all park and recreational facilities provided by the Corporation subject to such reasonable restrictions and regulations promulgated by the Board.

5. All Shareholders are responsible for keeping the Secretary and/or Membership Chairman informed of their current mailing address.

6. A former Shareholder waiting to rejoin the Corporation, exclusive of provisions of paragraph I.9. and I.10. of this Article, shall be given the opportunity to purchase the next available Certificate of Membership.

E.        Application for Conversion of Membership; Category 1 Special Members

1. A Shareholder in good standing may request, on an application furnished by the Board and signed by the Shareholder, that the Board consider converting the status of membership in the Corporation from that of Shareholder to Special Member. The Board in its discretion may limit the total number of conversions that may occur during the year, and such limit may vary from year to year. The Board in its discretion may also limit the time period in which it will consider applications for conversion, including limiting such consideration to the period during which the facilities are closed to members.

2. In order to be eligible for conversion to Special Member status, the Shareholder must have held a share for ten (10) or more years prior to the year in which his/her/their application is approved.

3. The Board shall maintain a list of eligible Shareholders seeking conversion to Special Member status, and the actual conversion of shares shall take place in the order of seniority according to the Shareholder who has been a member for the longest time.

4. The Board may approve the conversion to Special Member status only if there is a qualified individual (or family) willing to purchase (from the Corporation) the share being tendered by the Shareholder seeking conversion.

5. A Shareholder’s application for conversion of status to Special Member may be withdrawn by the Shareholder on reasonable notice, provided that the Board has not already acted favorably upon such application.

6.         Upon approval of a Shareholder’s application for conversion to Special

Member status, the Shareholder shall tender his/her/their Certificate of Membership, or (if such Certificate is not available) shall otherwise acknowledge a full relinquishment of Shareholder status.

7. A Shareholder who so converts to Special Member status shall not receive any return of such Shareholder’s original share value, or any other payment in consideration for such conversion, and shall likewise not receive any portion of the Membership Fee received by the Corporation from the new member to whom the share is sold following the

Shareholder’s conversion.

8. A Shareholder who so converts to Special Member status shall not be charged any Administrative Fee or other charge upon such conversion.

F.         Other Categories of Special Members; Category 2 Special Members

1. In addition to those special members whose membership shares are converted in accordance with Article IV(E) above, the Board may in its discretion determine other categories of special members, and define eligibility and any limits on the number of such special members.

2. In no event shall the total number of special members exceed the total permissible number of special members under any special use permit issued to the Corporation by Fairfax County, Virginia.

3.  A special member under this paragraph shall pay full dues and any other fees required by the Board.

4.  Any Category 2 Special Member shall be required to pay any amount for special payments charged to Shareholders, whether such special payment is for capital improvements or other purposes.

G.        Rights and Responsibilities of a Category 1 Special Member

1. A Special member whose share has been converted pursuant to Article IV(E) above shall pay to the Corporation, on or before 15 March of each year, dues at a rate of two-thirds the dues assessed by the Board and approved by the Shareholders. If payment is hand-delivered or postmarked after 15 March a penalty fee shall be assessed. No Special or Associate Special Member shall be permitted access to the park and recreational facilities provided by the Corporation until such dues and applicable penalty fees are received by the Corporation, except as authorized by the Board. For the year in which conversion to Special Member status occurs, if such conversion occurs prior to the opening of the facilities, such two-thirds dues shall apply and any excess amount paid as a Shareholder on or before March 15 shall be refunded. If such conversion occurs at any time after the opening of the facilities, then full membership dues shall be paid for that year. A Special Member whose share has been converted pursuant to Article IV(E) above shall not be required to pay any amount for special payments charged to Shareholders, whether such special payment is for capital improvements or other purposes.

2. All Special and Associate Special Members in good standing shall be entitled to use the swimming pool, tennis courts, and all park and recreational facilities provided by the Corporation subject to such reasonable restrictions and regulations promulgated by the Board. A child of a Special Member may participate in a team sport for the Club if such child would be eligible for participation under the governing documents of the league or other organization in which the Club competes.

3. All Special Members are responsible for keeping the Secretary of the Corporation informed of their current mailing address.

4. Members of the Corporation which, prior to 5 December 1989, were classified as “Special Members” are hereafter considered to be Shareholders in the Corporation, subject to the rights and obligations of other Shareholders as set out in these bylaws, except that dues determined and assessed by the Board are payable at a rate of two-thirds of that assessed to other Shareholders.

5. A Special Member will be permitted to retain that class of membership in the Corporation for successive years following conversion of the membership by payment of dues as provided for in paragraph G.1. of this Article. A Special Member shall relinquish all right to membership upon the failure to pay annual dues. Special Members upon relinquishment of rights forfeit any rights to membership in the Corporation that he/she may have had. A Special Member who maintains good standing by paying dues in accordance with paragraph G.1 of this Article shall be entitled to maintain Special Member status from year to year. Provided, however, that a Special Member shall not have any right to convert such Special Membership to full Membership, except upon purchase of a Share in accordance with the procedures of these Bylaws. A Special Membership is not transferable.

6. The entity of Special Member may include two (2) adults or a single adult and one (1) dependent. No other dependent of a Special Member, wherever they reside, and no other person living in the residence of a Special Member shall have the privileges of the Special Member or Associate Special Member without payment of a guest fee.

H.        Rights and Responsibilities of a Renter

1. A renter is an individual who upon completion of a Renter’s application, and submission of the Annual Dues and Assessments, plus the appropriate Renter’s Fee and upon affirmation by the Membership Chairman that a vacancy is available will be entitled to full use of the Corporation’s facilities.

2. A renter is not a share holder, is not entitled to a Share Certificate while renting, may not be an officer of the Corporation and can be severed from all affiliation with the

Club by Board action and pro rata refund of renter’s dues and assessments.

3. A renter is required to observe all Club Bylaws and Regulations in the same spirit as a Shareholder.

4. The Board may limit the number of years renters may rent a share. The Board will offer Shareholder status to renters if vacancies are available, and in accordance with conversion fees and policy established by the Board.


I.        Duties of the Board with Respect to Membership

1. The Board will ensure the annual issuance of pool passes or the functional equivalent thereof to each Shareholder, Associate Shareholder, Special Member, Associate Special Member, Renter and members of the Renter’s household.

2. The Board shall determine annually, with the approval of the Shareholders, the dues and any special payments to be assessed to the Shareholders of the Corporation. The Board shall then notify each Shareholder and Special Member of the dues and special payments assessed. Notification of dues and special payments assessed shall be made by first-class mailing.

3. The Membership Committee, within a reasonable time after receiving a completed application for purchase of a Certificate of Membership, render a decision and advise the applicant. If the Membership Committee approves an application, and payment of the membership fee, dues, and special payments under paragraph B of this Article are received by the Corporation, a Certificate of Membership shall be delivered to be delivered to the Shareholder. If the Membership Committee fails to approve an application for purchase of a Certificate of Membership, any payment received from the applicant by the Corporation shall be returned to the applicant.

4.The Membership Committee, under paragraph D.3. of this Article, shall issue the Certificate of Membership to the Shareholder and, as set out in paragraph D.7. of this Article, remit payment of the membership fee less the administrative fee to the Shareholder whose names appears first on a list maintained by the Membership Chairman as having surrendered for Certificate of Membership for sale. The Membership Committee, except as provided in paragraph H.5. of this Article, is not obligated to remit payment of the membership fee to any Shareholder surrendering a Certificate of Membership under paragraph D.2. of this Article until the Certificate of Membership is sold to an applicant for purchase of a Certificate of Membership.

6.              The Board, within a reasonable time, shall consider each signed

application of a Shareholder for conversion of membership, according to paragraph E.1. of this Article. The Board may not approve any application for conversion of membership unless the Shareholder is in good standing.

7. After a Certificate of Membership has been sold or transferred, theshall remit to the former Shareholder the amount of the membership fee then set by the Corporation for purchase of a new Certificate of Membership reduced by the administrative fee, dues and any special payments which are owing to the Corporation.

8. The Board shall determine the current market value of a share in the Corporation and announce it at the annual meeting of the Corporation as provided in Article V. a two-thirds majority of Shareholders present or represented by proxies at the annual meeting is required to establish a current market value of a share in the Corporation different from that proposed by the Board.

9. A member is delinquent if annual dues and any other monies owed to the Corporation are not paid by March 15. The secretary shall send a notice of delinquency in writing, by certified mail, to delinquent members by March 31. The Board shall suspend any Shareholder or Special Member failing to pay annual dues and, as applicable, all other monies owed the Corporation within thirty (30) days after notice of delinquency has been deposited with the U.S. Postal Service and sent by registered or certified mail or any other type of mail service to provide a return receipt to the address appearing on the records of the Corporation. Any Member thus suspended shall be notified promptly in writing by the Secretary of the Corporation of such suspension. If dues and all other monies owed the Corporation are not paid within fifteen (15) days after the sending of such notice, that person shall cease to be a Member of the Corporation. The Corporation shall return the membership fee less any monies owed the Corporation to the suspended Shareholder.

10. The Board may, at its discretion and by the affirmative vote of eight (8) of its thirteen (13) members, expel a member from the Corporation.  Such action may be taken only after the Shareholder or Special Member has had an opportunity to appear before a Special Meeting whose actions are determined to be detrimental to the interest of the Corporation. The Board upon such action shall remit to the shareholder whose certificate of Membership has been cancelled payment in the amount of the current market value of the Share, as defined in paragraph I.8. of this Article, less any monies owed the Corporation. Such disenfranchised Shareholder or Special Member whose privileges have been canceled may be reinstated upon written appeal, filed with the Secretary of the Corporation within thirty (30) days of notification, if approved by a majority of the Shareholders eligible to vote and voting, in person or by proxy, at the annual meeting or a special meeting.

J.       Complement of the Membership of the Corporation

1. The Corporation shall be limited to three hundred fifty (350) Shareholders, or a number equal to the maximum number of Shareholders authorized by the Fairfax County, Virginia, Special Use Permit, whichever is fewer.

2. The Corporation shall be limited to fifty (50) Special Members, as authorized by the Fairfax County, Virginia, Special Use Permit.

3. When the total number of Shareholders is at the allowable maximum, the names of applicants for purchase of a Share shall be placed on a waiting list in chronological order of the Board’s receipt of the application.


ARTICLE V – MEETINGS

A.        Annual Meeting

An annual meeting of members shall be held at a date and time of the Board’s designation, within 60 days prior or after December 31 of each year, at a place of the Board’s designation.

B.             Special Meeting

1.              Special meetings may be called at any time by the President or Board.

2.              Special meetings shall be called by the Secretary upon the written

request of not less than fifteen (15) percent of the total number of the membership in good standing.

C.        Notice of Meetings

Written notice stating the place, day and hours of the annual meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting. In the case of the annual meeting, such notice shall also include a proposed budget and detailed agenda. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first-class postage affixed, addressed to the Member at the address as it appears on the records of the Corporation. No notice of an annual or special meeting is required to be delivered to a Special Member. Special Members, however, may attend an annual or special meeting.

ARTICLE VI – VOTING

A.        Eligibility

1. Each Shareholder in good standing shall be entitled to one (1) vote on all matters presented to the Shareholders for vote at an annual and any special meeting, as may be called.

2. The Share of a Shareholder eligible to vote may be voted in person or by proxy executed in writing by the shareholder. No proxy shall be valid after eleven (11) months from its date unless otherwise provided in the proxy and no proxy may be exercised unless it is filed with the Secretary of the Corporation prior to the meeting at which it is voted. However, a spouse of a Shareholder, in the case of sole ownership, may vote in person if the Shareholder is not present at an annual or any special meeting.

3. Members holding ten (10) percent of the votes entitled to be cast, appearing in person or represented by proxy, shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members except as stated in these bylaws. A Special Member shall not be entitled to vote on any matter to be voted upon by the Shareholders at an annual meeting or special meeting.


ARTICLE VII – NOMINATIONS

A.        Nominating Committee

1. The Board shall appoint, by 31 August of each year, a nominating committee consisting of five (5) members, to nominate candidates for election as directors of the Board. The chairman of the committee shall be elected by the members of the committee. The committee shall provide at least one candidate for each Board office or standing committee chair to be voted upon by the membership at the annual meeting. The nominations shall be decided upon by a majority of the entire committee, and a report thereon signed by the chairman shall be filed with the Secretary not less than twenty (20) days before the annual meeting at which directors are to be elected. No Special Member shall be eligible for nomination for election to the Board, nor can a Special Member serve on the Board as an officer or chairman of a standing committee. A Special Member, however, may serve as a member of a standing committee.

2. Nominations may also be made by members of the Corporation from the floor at the annual meeting.

ARTICLE VIII – THE BOARD OF DIRECTORS

ARTICLE VIII – THE BOARD OF DIRECTORS

A.        Purpose

The affairs of the Corporation shall be managed by a Board selected from Shareholders and Associate Shareholders of the Corporation in good standing.

B.        Composition and Term

The Board shall consist of thirteen (13) persons, six (6) of whom shall be elected at the annual meeting during odd-numbered years (1st Vice President, Secretary, Treasurer, Membership, Social, Dive ) and seven (7) of whom shall be elected at the annual meeting during even-numbered years(President, 2nd Vice President, Legal, Pool Operations, ECM, Swim, Tennis), or until their successors are elected and qualify.

C.        Vacancies and Removal

1. Any vacancies which occur on the Board prior to the expiration of the first year of a Director’s term of office shall be filled for the balance of such term at the next annual meeting. Vacancies may be filled until the annual meeting by majority action of the Board at any regular or special meeting of the Board.

2. If a Director fails to attend regular meetings of the Board for three (3) consecutive months or otherwise fails to perform any of the duties devolving upon him as a Director, his office may be declared vacant by the Board and the vacancy filled as provided in this Article.

D.        Quorum

A majority of the Directors will constitute a quorum for the transaction of business. The act of the majority of the Directors casting votes at a meeting at which a quorum is present will be the act of the Board except as otherwise provided for in these bylaws.


E.        Powers

The Board shall exercise all powers of the Corporation not specifically committed by the Articles of Incorporation, the statutes of the State of Virginia, or these bylaws to the membership and may adopt rules and regulations not inconsistent therewith.

F.         Responsibilities

Each elected or appointed Board member agrees to adhere to the Club’s Sound

Governance Principles, attached to these Bylaws.

ARTICLE IX – MEETINGS OF DIRECTORS

A regular meeting of the Board shall be held at least monthly during April, May, June, July, August, September, and October. The President may call a special meeting of the Board at any time and shall do so upon the written request of any five (5) Directors. The time and place of each meeting shall be fixed by the President.

ARTICLE X - OFFICERS

A.        Nomination and Election

1. The officers of this Corporation shall include a President, First Vice President, Second Vice President, Treasurer, and Secretary, all of whom shall be elected by the Shareholders at an annual meeting.

2. The person nominated as President shall have served at least one year as a member of a prior Board or have been a member in good standing for five years.

3. The officers shall assume the responsibilities of office at the end of the annual meeting at which they are elected.

B.   Duties and Responsibilities

1.              The President shall:

a.              be the chief executive officer of the Corporation;

b.              preside at the annual meeting and special meetings of the members and the regular and special meetings of the Board;

c.              actively direct the affairs of the Corporation to the end that its purposes specified in Article II hereof shall be accomplished;

d.              be an ex-officio member of each committee except the Long-Range Planning Committee;

e.              investigate charges of misconduct and other activities prejudicial to the best interest of the Corporation, and report such findings to the Board.


f.               perform such other duties as may be directed by resolution of the Board; and,

g.              ensure the filing of all reports required by law including the annual report of the Corporation to be filed with the State Corporation Commission by the first day of March each year, the annual information required to be filed with the Internal Revenue Service, the annual personal property tax return, a report of change of directors as required by the Fairfax County Use Permit, and such other tax reports and information returns as law, statute, or regulation may require.

2.              The First Vice President Shall:

a.              have and exercise all the powers, authority and duties of the President during the President’s absence or his inability to perform the duties and responsibilities of his office; and,

b.              perform such other duties as directed by the President or the Board.

3.              The Second Vice President shall:

a.              have and exercise all the powers, authority and duties of the President during the absence or the President and the First Vice President or their inability to perform the duties and responsibilities of their offices;

b.              serve as chairman of the Long Range Planning Committee; and,

c.              perform such other duties as directed by the President or the Board.

4.              The Treasurer shall:

a.              have custody of all funds, securities, deeds of property, Articles of Incorporation, bylaws, use permits, insurance papers, tax records, annual reports, and other intangible assets of the Corporation.

b.              provide and maintain full and complete records of all the assets and liabilities of the Corporation;

c.              prepare and submit at each regular meeting of the Board a financial statement of the condition of the Corporation as of the last day of the preceding month;

d.              prepare such tax reports and information returns as local, state and federal laws require; and,

e.              serve as chairman of the Finance Committee.

5.              The Secretary shall:

a.              prepare and maintain full minutes of all meetings of the Board;


b.              give proper notice of the annual meeting and each special meeting to the Shareholders;

c.              conduct all correspondence of the Corporation including supervising publication of a periodic newsletter;

d.              maintain the record of Shareholders and Special Members of the Corporation; and,

e.              produce and announce all proxies filed prior to any Shareholder meeting.

ARTICLE XI – COMMITTEES

A.        Standing Committees

The following standing committee chairs shall be filled from among the Shareholders of the Corporation as a result of elections held at the annual meeting (see also Article VII, Nominations). The chairman of each committee shall serve as a member of the Board and select, with the advice and consent of the Board, the other members of his committee (except as provided in paragraph A.7.a. of this Article). The term of Board membership of each committee chairman shall expire at the end of the appropriate annual meeting of Shareholders. The term of his committee members shall expire at the same time.

1.              The Pool Operations Committee:

a.              operates the pool facilities;

b.              prepares rules for the use of grounds and facilities, exclusive of the tennis courts;

c.              oversees the operation of the front desk; and,

d.              determines, subject to Board approval, who may use the grounds and facilities, exclusive of the tennis courts, and under what conditions.

2.              The Tennis Operations Committee:

a.              operates the tennis courts;

b.              prepares rules for the use of the tennis courts;

c.              represents the Corporation at Northern Virginia Tennis League meetings;

d.              serves as tennis teams’ advocate before the Board; and,

e.              determines, subject to Board approval, who may use the tennis courts.

3.              The Engineering, Construction, and Maintenance Committee:

a.              plans for and supervises the construction, technical operation and repair of all Corporation facilities;

b.              purchases, maintains and repairs Corporation equipment; and,

c.              presents the construction and repair plan to the Shareholders at the annual meeting.

4.              The Membership Committee:

a.              maintains an official membership listing of the Corporation including the names of all Shareholders, Associate Shareholders, and Special Members;

b.              maintains a waiting list of applicants for purchase of a Certificate of Membership;

c.              investigates and reports to the Board regarding the desirability of applicants for membership;

d.              maintains a list, in chronological order of receipt by the Board, or Shareholders who have surrendered a Certificate of Membership to the Corporation for sale, for any purpose;

e.              advises the next waiting applicant for regular membership and conversation of membership of the available membership and, except as provided in paragraph D.3. and E.3. of Article IV, offers a membership to the applicant on the condition of payment of the membership fee and initiation fee; and,

f.               rents vacant memberships at the Board’s direction. A renter of a vacant membership shall have full use of Corporation facilities, but has no voting privileges.

5.              The Finance Committee:

a.              prepares the proposed annual budget, after approval of the annual program, for submission to and approval by the Board;

b.              makes recommendations for dues for the ensuing year; and,

c.              makes recommendations with reference to financial matters of the Corporation.

6.              The Legal Committee:

b.              interprets the bylaws of the Corporation, such interpretation being binding on the Shareholders;

c.              approves all contracts prior to their award;

d.              approves all legal actions prior to their execution; and,

e.              performs all other usual duties of a General Counsel.

7.              The Long-Range Planning Committee:

a.              shall be composed of past Board members or other members who have expertise regarding issues related to long-range planning, chaired by the second Vice President;

b.              prepares a plan of facility requirements;

c.              develops a schedule of implementation on a time-phase basis; and,

d.              advises the Board on such plan and expected costs.

8.              The Social Committee:

a.              prepares a list of proposed social activities for approval by the Board; and,

b.              schedules and executes same.

9.              The Swim Team Committee:

a.              represents the Corporation at Northern Virginia Swim League meetings and sanctioned swim meets;

b.              serves as swim team advocate before the Board; and,

c.              shall approve as swim team participants all persons eligible pursuant to Northern Virginia Swim League, or its successor, rules and regulations.

10.           The Diving Team Committee:

a.              represents the Corporation at Northern Virginia Swim Diving meetings and sanctioned diving meets;

b.              serves as diving team advocate before the Board; and,

c.              shall approve as dive team participants all persons eligible pursuant to Northern Virginia Swim League, or its successor, rules and regulations.

B.        Validity of Standing Committee Actions

Action taken by the standing committees shall be valid until the next meeting of the Board, at which time they shall be reported to the Board which shall either reject them or adopt them as its own actions.


C.   Ad Hoc Committees

The President shall constitute and appoint such other committees, as he/she shall deem necessary or expedient for the welfare of the Corporation.

ARTICLE XII – PROPERTY AND FINANCES

A.        Facility Extension

Any extension of the facilities described in Article II.A. shall take place only if it is approved by a majority of the Shareholders present in person or by proxy designated in writing at the annual or a special meeting of the Shareholders.

B.        Miscellaneous Improvements

The Board may expend up to five thousand dollars ($5,000) at one time, but no more than ten thousand dollars ($10,000) in a calendar year, for miscellaneous improvements to existing facilities without prior Shareholder approval.

C.        Proposed Budget

All capital and operating expenditures contemplated by the Corporation for the ensuing calendar year shall be included in the proposed annual budget submitted to the Shareholders at the annual meeting. Subsequent to budget approval, the Board, by majority vote, is authorized to expend up to ten thousand dollars ($10,000) for unforeseen, essential requirements, which were not included in the annual budget approved by the Shareholders. Subsequent to budget approval, the Board, by unanimous vote, is authorized to expend up to fifteen thousand dollars ($15,000) for unforeseen, essential requirements, which were not included in the annual budget approved by the Shareholders.

D.        Non-Budgetary Expenditures in Excess of Five Hundred Dollars ($500)

Any obligation or expenditure of the corporate assets in excess of five hundred dollars ($500) requires the prior approval of the Board, except that the President may authorize an emergency expenditure not to exceed one thousand dollars ($1,000).

E.        Real Property

No real property may be acquired, sold, or transferred unless approved by a majority of the Shareholders present in person or by written proxy at an annual or special meeting of the Shareholders.

F.         Funds Management

1. All funds of the Corporation shall be deposited in such qualified depository or deposited as the Board may designate, and shall be so deposited within a reasonable amount of time. However, receipts in the aggregate of one hundred dollars ($100) or less need not be deposited more often than once a week.


2.     All disbursements of Corporation funds shall be made by checks signed by the Treasurer or President or by other Board members specifically authorized. However, the Board may by resolution provide for the establishment and replenishment of a petty cash fund not to exceed fifty dollars ($50) for postage and for defraying expenses of the Corporation in amounts of twenty-five dollars ($25) or less.

3.     The funds of the Corporation, except those on deposit as provided in this Article, those utilized in redeeming membership fees as provided in article IV, or used in acquiring recreational facilities, may be invested only in obligations of, or insured by the United States Government. They may not be loaned to or invested with any officer, director, or Shareholder of the Corporation, or with any other person, agency, or governmental instrumentality.

G.        Financial Review

The Board of Directors shall cause the books of the Corporation to be reviewed annually by a qualified individual or individuals who shall not be the Directors of the Corporation and who shall prepare a report of such review. The report shall be available to the Shareholders at all reasonable times.

ARTICLE XIII – COMPENSATION AND INDEMNIFICATION

A.        Officer Compensation

All officers and directors of the Corporation shall serve without compensation in such capacities.

B.        Director Liability

Each person now or hereafter a director or officer of the Corporation (and his heir, executors, and administrators) shall be indemnified and held harmless by the Corporation against all claims, liabilities, judgements, settlements, costs, and expenses, including all attorneys’ fees imposed upon or reasonably incurred by him in connection with or resulting from any action, suit, proceeding or claim to which he is or may be made a party by reason of his being or having been an officer or director of the Corporation at the time such costs or expenses are incurred by or imposed upon him, except in relation to matters as to which he shall have been finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties as such director or officer or in the event of settlement. The indemnification shall be made only if the Corporation shall be advised by the Board of the Corporation or by independent counsel to be appointed by the Board, that in its or his opinion such settlement was or is in the best interest of the Corporation. If the determination is to be made by the Board, it may rely as to all questions exclusive of any right to which any office or director may be entitled under any other bylaw, agreement, vote of stockholders or otherwise.

ARTICLE XIV – FISCAL YEAR

The fiscal year of the Corporation shall run from 1 January to 31 December (Year).


ARTICLE XV – RULES AND PROCEDURE AND ORDER OF BUSINESS

A.        Conduct of Corporation Meetings

Except as otherwise provided in these bylaws, the meeting of the Corporation shall be conducted in accordance with Robert’s Rules of Order and whatever other rules the Board may adopt.

B.             Order of Business

1.              call to order,

2.              reading and approval of minutes of previous meeting,

3.              presentation of agenda,

4.              reports of officers,

5.              standing committee reports,

6.              special committee reports,

7.              unfinished business,

8.              new business,

9.              summary, and

10.           adjournment.

ARTICLE XVI – GENERAL

A.             All powers, authority, duties, and functions of the members, directors, officers, and employees of the Corporation shall be exercised in strict conformity with applicable provisions of law and regulation, and of the charter and bylaws of the Corporation.

B.             Safekeeping Important Records

Copies of the organization papers of the Corporation, its bylaws, and the membership books of the Corporation, shall be preserved in a place of safekeeping. Returns of elections and proceedings of all meetings of the directors and Shareholders shall be recorded in the minutes book. The minutes of all meetings shall be signed by the President and Secretary, or by those persons acting in their place.

ARTICLE XVII – AMENDMENTS

Amendments to these bylaws may be proposed by a Shareholder in good standing at an annual or special meeting. The proposing Shareholder shall notify the Secretary of the Corporation in writing in sufficient time for the amendment to the bylaws to be included in the notice of such meeting as provided in Article V. Amendments to the bylaws offered to the


Shareholders must be approved by two-thirds of the Shareholders present or represented by written proxies.

These bylaws approved by the membership, were amended at the December 12, 2012, annual meeting and ratified by the Board of Directors at that time. This document, as set forth, applies to the membership until amended or superseded. All other existing MHC bylaws are hereby null and void.

Drafted: Dec 1986

Amended: 01 Dec 1987

Jacqueline W. Cooney, President

Amended: 06 Dec 1988

Amended: 04 Dec 1990

Seal

Amended: 15 Apr 1991

Amended: 03 Dec 1991

Amended: 09 Nov 1993

Amended: 16 Dec 1999

Mary Heitman, Secretary

Amended: 23 Jan 2001

Amended: 13 Feb 2005

Amended: 16 Apr 2007

Amended: 28 Jan 2009

Amended: 15 Dec 2009

Amended: 02 Dec 2010

Amended:  07 Dec 2011

Amended:  12 Dec 2012


Proposed “Sound Governance Principles”

for Mansion House Club, Inc.

As Board Members of Mansion House Club, Inc., we agree to conform to and abide by the following principles:

Service to the MembersundefinedWe will:

¨  Carry out the duties for our positions as stipulated in the Bylaws

 

¨  Prepare for and attend Board meetings regularly

 

¨  Show independent judgment

 

¨  Remain informed about activities affecting the Club

 

¨  Delegate only to responsible individuals

 

¨  Follow up regularly to assure completion of delegated responsibilities

AccountabilityundefinedWe will strive to ensure:

¨  Full compliance with the bylaws

 

· Use of committees

 

· Long-range planning

 

· Financial statements

 

· Annual financial review

 

¨  Sound fiduciary management; monthly and annual financial statements (balance sheets and income statements) showing, accurately, all assets, liabilities, revenue, expenses by activity

 

¨  Conformity to the member-approved budgets

 

¨  Normal, customary, and appropriate internal controls, including segregation of duties

 

¨  Documentation of accounting policies and procedures

 

¨  Competitive bidding for all major expenditures

¨  Adherence to the generally-recognized standards of conduct* for not-for-profit board members:

 

· Duty of care (“same care that ‘an ordinarily prudent person would exercise in a like position and under similar circumstances’”)

 

· Duty of loyalty (“undivided allegiance to the organization when making decisions affecting the organization”)

 

· Duty of obedience (“ensure that the organization remains obedient to its central purposes”)

 

¨  Avoidance of conflicts of interestundefinedshould an actual or potential conflict of interest arise with a Board member, the Board member shall disclose the conflict to the Board and refrain from participating in the discussion or vote on the matter

 

¨  A continuing awareness that Officers and Board members work for the shareholders and therefore have a significant fiduciary responsibility

TransparencyundefinedWe will:

¨  Assure that any member wishing to attend a Board meeting is permitted to do so

 

¨  Maintain complete and accurate records of all Board meetings and actions

 

¨  Make Board meeting minutes available to any member upon request

 

¨  Publish financial statements and make these financial statements available to any member upon request

 

¨  Assure that the required Annual Financial Review is performed and make the results of that review available to

any member upon request

*The Legal Responsibilities of Nonprofit Boards, Jacqueline C. Leifer and Michael B. Glomb, BoardSource, 1997.


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