ARTICLE 1 – PURPOSE
The purpose of the Association is:
To establish and maintain facilities for recreation, education and training of the members of the Glen Allen Community Center (hereinafter referred to as The Community Center or TCC), and the other persons or group that the Trustees select;
To collect and manage funds to carry out the objectives of the organization;
To build and maintain facilities deemed necessary by the Trustees;
To do what is necessary and appropriate for the accomplishment of any of the purposes.
ARTICLE 2 – OFFICE
The Principle Office of the Corporation will be located in Henrico County, Virginia. TCC may have other offices if considered necessary by the Trustees.
The Corporation will maintain a registered agent with the Commonwealth of Virginia, as required by the Corporation Code. The office of the registered agent may be in a different location from the Principle Office.
ARTICLE 3 – MEMBERSHIP
Section 1. – Geographical Limitation
Membership in TCC is limited to those persons living in Glen Allen, Henrico County, Virginia (as defined by the U.S. Postal Service zip code(s)), and geographic area adjacent to Glen Allen and the surrounding may be granted membership at the discretion of the Trustees.
SECTION 2. – REGULAR CLASSES
There are two classes of members. Only these classes are permitted to vote at meeting of TTC
- “Swim Members” those persons who apply for, and are granted use of, the swim facilities of TCC.
- “Board Members” Those persons who comprise the Board of Trustees of TCC (Amended 1/10/2005)
SECTION 3. – CREATION OF SPECIAL CLASSES
The Trustees may create other classes of membership: honorary, associated or other as they consider appropriate. These other classes of membership will not have the right to vote at meetings of TCC.
The Trustees may also change:
- The rights, privileges, and duties associates with membership in any class
- The procedures for admission to any class of membership
SECTION 4.- QUALIFICTION/ APPLICATION
Swim Members are elected by a two-third majority of Trustees at any meeting where a quorum is present
SECTION 5. – REVOCATION
The Trustees, by a two-third vote, may suspend, expel a TCC member for cause after an appropriate hearing. The Trustees may, by a majority vote of those present at any regular meeting, terminate the membership of any swim member, or suspend or expel any member who is delinquent in paying dues or other charges.
SECTION 6. – RESIGNATION
Any Swim Member may resign by filling a written resignation with the Membership Committee. Resignation from TCC does not relieve the Member from the obligation to pay dues or other charges that are accrued or unpaid.
SECTION 7. – REINSTATEMENT
Former Members of TCC may apply in writing t the Membership Committees for reinstatement. The application must be approved by a two-thirds vote of the Trustees, and may be subject to any term that the Trustees deem appropriate.
SECTION 8. -TRANFERBILITY
Swim Membership in the Association may only be transferred to immediate family members with special circumstances with approval from the Trustees of TCC. A two-thirds vote of Trustees is required.
SECTION 9. – NUMERICAL LIMITS
TCC membership will be open to all resident the Geographic Area described in Article 2, Section 1, without respect to race, creed, color, or religious affiliation.
TCC membership is limited to 500 families (Amended 9/12/05). Membership may be increased only after a two-third vote of the Trustees.
ARTICLE 4 – MEETING OF MEMBERS
SECTION 1. ANNUAL MEETING
An Annual Meeting of the Members of TCC will be held each year on the third Monday in August, at 7:30 PM. The purpose of the meeting is to:
Elect Trustees and Officers as described in Article 5, Section 4 of the By-Laws, and Conduct any other business that the Trustees may submit for consideration by the Members.
If the date set for the meeting is a legal holiday in the Commonwealth of Virginia, the meeting will be held on the next business day. If the election of the Trustees and Officers is not held during the Annual Meeting, or an Adjournment of that meeting, then the election will be held at a special meeting of the members called by the Trustees to be held as soon thereafter as is convenient.
SECTION 2. – SPECIAL MEETINGS
The President of the Trustees may call a special meeting to consider any matter for which advice and consent of the members may be requires. Special meeting are not required under the Articles of Incorporation.
SECTION 3. – PLACE OF MEETING
The Trustees will determine the place for any meeting, Annual Meeting or special meeting called by the President. If no place is designated, the place of the meeting will be the Primary Office of TCC.
If all of the Members or Trustees consent and are present, a meeting may be held at any time and place. No prior notice is requires for such meetings, and any proper action may be taken.
SECTION 4. – NOTICE OF MEETINGS
Written or printed notice of all meetings must:
Be given by or at the direction of the President, or the Secretary, or other Officer calling the meeting.
State the place, date and hour of any meeting of members other than the entitled to vote for the election of Trustees
Be delivered not less than ten (10) or more than thirty (30) days before the date of the meeting
The purpose for which the meeting was called is considered delivered to the member at the physical address or the email address that appears in the records of the TCC. Notices may not be sent with postage due.
SECTION 5. – WRITTEN CONSENT
The Trustees may take any allowable action without a formal meeting. A written consent explaining the action must be signed by all of the Trustees entitles to vote on that action. Quorum requirements apply to written consent.
SECTION 6. – QUORUM
In order for the Board of Trustees o transact any official business of The Association, at least fifty (50) percent of its members must be present at a meeting. If a quorum is not present at any meeting of the Trustees, the meeting may be adjourned until a time when a quorum is present. Certain actions, as describe in the applicable section of the By-Laws, require a two-thirds vote of the Trustees.
SECTION 7. – PROXY VOTE
Any member entitled to vote at a meeting of members may vote by proxy, which:
Must be executed in writing by the member or by his duly authorized attorney in fact
Will not be valid more than two (2) months from the date of its execution
ARTICLE 5 – BOARD OF TRUSTEES
SECTION 1. – MANAGEMENT RESPONSIBILITIES
The Board of Trustees will manage the affairs of the Association.
SECTION 2. – Classes and Terms of Trustees
The number of Trustees on the Board is thirteen (13). Trustees are elected to a term of three (3) years, and may serve consecutive terms at the discretion of the full Board of Trustees. The term of office of any Trustee ends at the third succeeding annual meeting of TCC. (Amended 7/21/2003)
SECTION 3. – STANDING COMMITTEES
Standing Committees are appointed by the Trustees to perform certain specialized tasks. As of October 2003, the Trustees have created these standing committees:
Buildings and Grounds
SECTION 4. – NOMINATION OF TRUSTEES
The President will appoint a Nominating Committee in July, consisting of four (4) Trustees. The Nominating Committee will present a slate of Officers for election by the Trustees at their August Meeting. Once elected, the Officers begin their duties on the first day of October in the year of their election.
SECTION 5. – VACANIES
A Trustee elected to fill a vacancy on the Board will serve the remainder of his predecessor’s term.
ARTICLE 6 – OFFICERS
SECTION 1. – TITLES
The officers of The Community Center Board of Trustees are:
The Trustees may elect or appoint other officers as they consider appropriate. These other officers will have the authority and responsibility to carry out the duties assigned them by the Trustees, until such time as the position is no longer considered necessary.
SECTION 2. -ELECTION
The Trustees will elect officers of TCC at the Annual Meeting or as soon thereafter as is convenient. New offices may be created until a successor is properly elected or appointed, or the Trustees determine that the position is no longer necessary.
SECTION 3. – REMOVAL
The Trustees may remove any elected or appointed officer if the action is judged to be in the best interest of TCC. If the officer or appointee serves under a contract, the removal must be without prejudice to the terms of the contract.
SECTION 4. – VACANCY
Vacancies may be created for any of the following reasons:
The Trustees may appoint or elect a successor to fill the vacancy for the remaining portion of the term.
SECTION 5. – RESPONSIBILITES OF THE PRESIDENT
The President is the principle executive officer of TCC, and is responsible for supervising all of the affairs of TCC. In addition, the President:
Presides at all meetings of Members and Trustees.
Signs, with the Secretary or other properly designated Officer, deeds, mortgages, bonds, contracts or other instrument that the Trustees have authorized to be executed. The exception to this requirement occurs in cases where the signing and execution is expressly designated to another Officer or Agent of TCC, as required by the Trustees, these By-Laws or statute.
All duties incident to the office of President, and any other duties that may be authorized by the Trustees.
SECTION 6. – RESPONSIBILITIES OF THE TREASURER
The Treasurer is responsible for all of TCC’s monetary resources, and is charged with:
Maintaining custody of all funds and securities of the Association, Receiving and giving receipts for monies payable to TCC from all sources, Depositing all monies in the name of TCC in banks, trust companies, or other depositories selected in accordance with the provisions of Article VIII of the By-Laws
Performing all duties associated with the office of Treasurer, and other duties that may be assigned by the President
If required by the Trustees, the Treasurer must provide a bond, in an amount judged to be sufficient by the Trustees, for the faithful discharge of fiduciary duties.
SECTION 8. – RESPONSIBILITIES OF THE SECRETARY
The Secretary is responsible for:
Keeping minutes of the meetings of Members and of Trustee
Ensures that all notices requires by these By-Laws or by statute are given in a timely manner
Article 7 – FISCAL YEAR
The fiscal year of TCC begins on the first day of March, and end on the last day of February of each calendar year.
Article 8 – DUES
SECTION 1. – ANNUAL DUES
The Trustees will determine the amount of initiation fees, if any, and annual dues payable to TCC by members of each class.
SECTION 2. – PAYMENT OF DUES
All Swim Member fees are payable on or before the first day of May in each fiscal year. Any member whose dues payment is received and/or postmarked after May first (5/1) is considered delinquent and will be charged a late fee. Any swim member who remains delinquent in dues or late fee payment as of the regular pool-opening day will be denied to the use of TCC swim facilities, and his name may be posted.
SECTION 3. – DEFAULT AND ERMINATION OF SWIM MEMBERSHIP
When any Swim Member or any other class of members is delinquent in the payment of dues or other charges, his membership may be terminated by the Trustees in the manner described in Article 3 of these By-Laws.
Article 9 – AMENDMENTS TO BY-LAWS
These By-Laws may be altered, amended or repealed and new By-Laws may by adopted at any meeting by two-thirds majority vote of all of the Trustees. Five days written notice must be given of intention to alter, amend or repeal or to adopt new By-Laws at such meeting.
Article 10 – CONDUCT OF MEETINGS
All meetings of Members and Trustees will be conducted in accordance with Robert?s Rules of Order.
APPENDIX 1 – AMENDMENTS TO THE BY-LAWS
ARTICLE 3, SECTION 9, PART B
(Prior to 11/12/1990)
ARTICLE 3, SECTION 9, PART B
Swim membership shall not exceed 300 families. (11/12/1990)
ARTICLE 3, SECTION 9, PART B
Swim membership shall not exceed 400 families (Prior to 9/12/2005)
ARTICLE 5, SECTION5 4
The President shall appoint a Nominating Committee in July. This committee shall consist or two (2) Trustees at their August meeting. The elected officers for election by the Trustees at their August meeting. The elected officers shall assume their duties September 1 in the year of the election. (8/29/1991)
ARTICLE 5, SECTION 4
The President shall appoint a Nominating Committee in July. This committee shall consist or two (2) Trustees at their August meeting. The elected officers for election by the Trustees at their August meeting. The elected officers shall assume their duties October 1 in the year of the election. (9/14/1992)
ARTICLE 5, SECTION 2. – CLASSES AND TERMS OF TRUSTEES
The number of Trustees shall be eighteen (18), effective September 1990. The Trustees shall consist of three classes, each class consisting of six (6) Trustees. The initial terms of office of those Trustees elected Class I shall terminate at the next at the next succeeding annual meeting of TCC. The initial term of office of those Trustees elected to Class II shall terminate at the second succeeding annual meeting of TCC. Upon the termination of the term of offices of any Trustees, whether or she be a member of Class I, II, or III, his or her successor shall be elected to hold offices for a period expiring at the third annual meeting succeeding such termination. (This language was replaced July 2003)
ARTICLE 5- SECTION 3.
(This section is missing from the 1996 revision of the By-Laws, and from the 1992 version.)
ARTICLE 5, SECTION 3. – STANDING COMMITEES
This section was changed to incorporate into the By-Laws a list of the Standing Committees. (October 2003)
ARTICLE 8, SECTION 2. – PAYMENT OF DUES
All Swim Member fees are payable on or before the first day of March in each fiscal year. Any member whose dues payment is received and/or postmarked after May first (5/1) is considered delinquent and will be charged a one-hundred dollar ($100.00) late fee. Any swim member who remains delinquent in dues or late fee payment as of the regular pool-opening day will be denied the use of TCC swim facilities, and his name may be posted (April 2004 – new language removes the amount of the late fee; this is a policy/ procedure matter)