SPRINGFIELD SWIMMING AND RACQUET CLUB

BYLAWS

ARTICLE I: MEMBERSHIP
Section 1. Organization

Springfield Swimming and Racquet Club, Inc. is organized exclusively to operate a non-profit
corporation hereinafter called "Club" which owns, develops, operates, and maintains a
swimming pool and tennis facilities for use by the Springfield, VA community.

Section 2. Membership

The Club may issue up to a total of 525 memberships. To regulate overcrowding of facilities, the
Club may restrict memberships to a total of no less than 450. However, if the memberships fall
below 450, the Club shall actively recruit Members, and shall consider expanding the Immediate
Club Area.

a. Prospective Applicants - The Club shall maintain lists of applicants for Club
memberships in order of receipt of the application by the Club. To the extent that there
are more applicants than available memberships, memberships shall be offered by the
Club to applicants on the waiting list as memberships become available. Except as
described in paragraph (b) below, preference in offering new memberships shall be given
in the following descending order: First, to prospective Members with a principal
residence in the "Immediate Club Area"; second, to prospective Members with a principal
residence outside the "Immediate Club Area"; third, to those within the Immediate Club
Area" who have previously declined the offer of membership; and fourth, to those outside
the "Immediate Club Area" who have previously declined an offer of membership.

b. Preference for Buyers of Member’s Home - Notwithstanding the order of preference in

paragraph (a) above, the membership of a Member selling his residence and departing the
area may be offered first to the purchaser of that Member's residence if so desired by the
selling Member and approved by the Board of Directors.

c. Beneficial Membership - The Club may offer up to 20 "Beneficial Memberships".

Beneficial Memberships are Regular Memberships held by entities other than individuals,
such as churches, domestic or foreign governmental organizations, and corporations

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 which own or hold long term leases on property within the Immediate Club Area, which
property is provided to employee households for long term residence. Beneficial
Memberships may be issued to organizations for the benefit of the individual household,
in which case the organization assumes the responsibility of payment of all dues and
assessments as may be levied in accordance with levies upon other memberships. A
separate Beneficial Membership must be obtained for each household or family unit, and
such a household will not apply to more than 2 adults and their children and a total of 2
Special Members. A Beneficial Membership permits the beneficiary employee
household to assume the membership of the prior beneficiary employee household upon
written notification of the holder of the membership without incurring the cost of
transferring the membership or delays of the waiting list. Beneficiary Memberships are
intended for organizations which (1) contribute to the Immediate Club Area in a civic
sense, such as local ministers or health providers, (2) require the employee to reside in
the local area in housing owned or leased by the organization, and (3) normally rotate
employees in the assignment. Approval of the issuance or discontinuance of Beneficiary
Memberships requires a two-thirds vote of the Board of Directors.

d. Immediate Club Area - It being the purpose of the Club to serve the local community, the
Club shall establish the Immediate Club Area by defining its boundaries in writing and
publishing such definition in its rules. A change in the definition of the Immediate Club
Area shall not per se act to revoke the membership of those previously admitted to
membership.

e. Evidence of Membership - Membership shall be evidenced by entering the name of the

head(s) of household or the first and/or second principal residents of the household as
Member(s) into the Club records after the Membership Chairperson accepts the
application and receives payment of the initial membership fee, set by the Board and
approved by the General Membership. The General Membership shall be the person(s)
whose name(s) have been entered into the Club records. Such member(s) will be issued a
membership certificate upon action of the Board. The certificate is negotiable only by
action of the Board of Directors.

f. Rights of Membership – Subject to the provisions set forth herein, Members in good
standing shall have rights including but not limited to use of the Club facilities, and to
vote as Members of the Club. Each Club Membership is equivalent in value to one pro-
rata share of the Club’s assets.

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g. Classes of Membership – Rights and responsibilities of membership in the Club vary
according to membership classification. For the purposes of identifying individual
participants, collection of annual dues, assessments, and other such charges as may be
appropriate and authorized by the Club, and establishing an annual membership roster,
Members are classified as follows:

1. Adult Member. A Member, spouse, or second principal resident of the

membership household. If there is only one Adult Member holding membership,
one Junior Member or Special Member may be substituted as the second principal
resident.

2. Junior Member. An Adult Member's dependent child under the age of 21.

3. Special Member. A person who is not an Adult Member or Junior Member but
who lives in the Member's household. Such a Special Member status shall be
requested from the Membership chairperson by the Adult Member. Upon Board
approval and collection of dues, the Special Member is allowed use of the Club
facilities.

4. Inactive Member. A Member who does not wish to use the Club facilities for the
year and requests the Club to rent the membership. The Member, however, is not
considered inactive until a renter becomes available.

5. Temporary Member. A family or household who rents an inactive Member's

membership for one year. The rental does not constitute membership and
includes only the use of the Club facilities.

6. Beneficial Member. The holder of a beneficial membership as described in

Paragraph C above.

7. Life Member – The Board of Directors may, by 2/3 vote, designate “life
memberships” in extraordinary cases based on a Member’s high achievement

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 resulting from and beneficial to the ir connection to the Club, long term,
outstanding service to the Club, or extraordinary donation of time, money, or
resources to the Club as such to benefit the Club and its overall membership.
Examples of extraordinary cases in which consideration for life membership
would be appropriate include a Member whose excellence in swimming results in
membership on the Olympic Swimming Team, or a Member who donates a large
lump sum of money to the Club during a time of financial need. Only Members
in good standing are eligible to become Life Members. Life Members maintain
all privileges, benefits, and responsibilities of active Adult Members, except that
annual dues and fees shall be waived. Life memberships are not transferable, and
apply only to individual Members. Life Member status shall be maintained until
death of the Member unless rescinded by a 2/3 vote of the Board. The Board may
rescind a life membership for any reason. There shall be no more than five life
memberships active at any given time. Life memberships shall not be considered
in the calculation of total membership numbers for various purposes stated
elsewhere in these Bylaws.

Section 3. Transfer of Membership.

a. Transferability. Memberships are not transferable or assignable except as provided in

this section. All membership transfers, regardless of how affected, are subject to
approval of the Board.

b. Transfer by Gift. Members who wish to transfer their membership to a specific person or
persons may do so by gifting the membership to that person, subject to Board approval.
The Member shall notify the Membership Chair in writing of the desire to transfer the
membership, stating the reason for the transfer (e.g. “the new Member has purchased or
is renting my home,” etc.) and provide the name, address, and other relevant contact
information for the prospective new Member. The prospective new Member must submit
a membership application. After receipt of an application for membership from the
prospective new Member to whom the membership would be gifted, the Board will act
on the request for transfer. The Board may allow the transfer at its discretion, but may
consider the provisions of Section 2 of these Bylaws in making a decision on whether the
request for transfer should be approved or denied. If the Board denies the transfer of
membership by gift to a specific person or persons, the Member may either request a
transfer of membership by gift to another person or persons, or may choose to sell the
membership by following the procedure outlined in this section. If the Board approves
the transfer, the prospective new Member becomes a regular Member entitled to all the
privileges of membership, and will be responsible for paying all applicable future dues,
fees, and other assessments that become due after the date the request for transfer by gift
was submitted, but will not be responsible for paying a new membership fee. The
privileges of the departing Member who gifted the membership will be terminated,
however, the former Member shall continue to be responsible for payment of all dues,
fees, and assessments that became due and payable to the Club prior for the request for

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 transfer of membership by gift, and will not receive any refund of the initial membership
fee paid, if any. The Club may charge a fee for transfer of membership, the amount of
which shall be determined by the Board and published in the schedule of fees.

c. Transfer by Sale / Membership Transfer Waiting Lists. The Club shall maintain two
Membership Transfer Waiting Lists, one for prospective Members who wish to purchase
a membership, hereinafter called the “buy list,” and one for existing Members who wish
to sell their membership, hereinafter called the “sell list.” Names on both the buy list and
sell list will be ordered on a first come, first served basis. Members who desire their
membership to be transferred permanently by sale shall provide written notice to the
Membership Chair of their desire to be placed on the sell list. Members placing their
membership on the sell list shall also indicate in writing whether or not they wish their
membership to remain active until such time as their membership is transferred to a
prospective Member. Members on the sell list who remain active may continue to use the
facilities, and retain all other rights and responsibilities of membership, until their
membership is sold. Members who choose to place their membership on “inactive”
status will not be assessed any dues or fees that become payable after the date of
inactivation, however, such Members must cease using the pool facilities, and are not
entitled to vote on Club matters. Such Members continue to be responsible for payment
of all dues, fees and assessments that became due prior to placing their membership on
the sell list. When there is an available prospective Member to whom the membership
can be transferred, the Club will effect such transfer in the order of preference outlined
herein.

d. Order of Preference for Transfer by Sale. Subject to the approval of the Board,
memberships may be permanently transferred by sale to any of the following, in the order
listed:
1. To the purchaser of the Member's house.
2. To the prospective Member at the top of the waiting list.
3. To a prospective new Member found by the Member.

e. When Refunds of Membership Fees to Sell List Members are Discretionary. Refunds of
the initial membership fee will only be issued to departing Members who have placed
their membership on the sell list using the procedures provided herein. Upon the actual
transfer of a waiting list membership, the Club shall, within ninety (90) days, issue a
membership fee refund to departing Member in an amount determined by the Board
pursuant to the terms of this section, only if the amount of monies in the Capital
Improvement Fund are at or above the minimum required level of $30,000.00 at the time
of the actual transfer of the waiting list membership, and the issuance of a refund would
not cause the Capital Improvement Fund to fall below the $30,000.00 level. Such a

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 refund is considered a “mandatory refund.” At any time when the monies in the Capital
Improvement Fund are less than $30,000.00, the Board may, at its discretion, provide a
full or partial refund of the initial membership fee to a departing Member, but is not
obligated to do so. Such a refund is considered a discretionary refund.

f. Amount of Refund. The published fee schedule contains the value of the memberships
by purchase year. When the Board issues a mandatory refund of the initial membership
fee to a departing Member on the sell list, the fee amount returned is the lesser of the
original amount paid on the date the initial membership fee was accepted, as determined
by the published fee schedule for the year membership was issued to the Member, or the
amount reflecting the current regular resale value of the membership collected when the
membership was sold. In the event that a membership is transferred or assigned resulting
in the return of the membership fee to the departing Member, and the amount collected
for resale of the membership is greater than the amount originally paid by the departing
Member, all monies constituting the difference between the buying and selling price of
the membership over and above the amount originally paid by the departing Member will
be retained by the Club in the Capital Improvement Fund. When the Board issues a
discretionary refund, the amount of the refund shall be determined by the Board, but shall
not exceed the original amount paid on the date the initial membership fee was accepted,
as determined by the published fee schedule for the year membership was issued to the
departing Member.

g. Temporary Assignment of Membership. Subject to the approval of the Board, a Member

may request the Club to temporarily assign his/her membership to his/her renter. Upon
the Member's request and at the Board's discretion, the Board may temporarily assign
his/her membership to a person on the waiting list or other prospective Members. The
Member will remain obligated to the Club for payment of all assessments and other such
charges approved by the Club. Any delinquency in payment of dues shall be treated as
stated in Section 5.

h. Reinstatement. Should a Member who has placed his membership for transfer change
his/her mind and desire reinstatement, the membership will be restored with the payment
of the current season's dues. If written notice in subparagraph c. above is received after
30 June, the Member is obligated to pay the dues for the year.

i. Refunds of Annual Dues. The Board may grant a proration of no more than one-half of
the current year's dues to a Member requesting permanent transfer of his/her membership,
provided the Member provides notice in writing by 30 June that he/she is moving

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 permanently from the area at a distance greater than twenty miles from the Club and that
he/she will discontinue using the Club facilities on or before 15 July.

j. Death of Member. In the event of a Member’s death, the decedent’s membership shall be
transferred as follows:
1. to the surviving Adult Member(s) in the decedent’s household;
2. if there are no other Adult Members in the decedent’s household, the Club shall
purchase back the membership, and shall issue a mandatory refund of the initial
membership fee, notwithstanding the balance maintained in the Capital
Improvement Fund, the amount of which shall be determined as provided in this
section. Annual dues shall also be refunded as provided in this section, except the
notice requirement in paragraph (i) shall be waived, and the refund issued if the
decedent’s passing occurred on or prior to July 15th. Any applicable refund
amount shall be released to the executor of the deceased’s estate, or as otherwise
required by law.

k. Divorce. In the case of divorce, upon notification in writing, the Club ma y, at the
discretion of the Board, transfer or cancel any memberships or membership fees in
accordance with the terms of any proffered separation agreement between the parties
thereto or an Order from a Court of Competent Jurisdiction settling the parties' respective
rights and obligations with regard to memberships and membership fees.

Section 4. Annual Dues

The annual dues for different classes of Members shall be determined by the Board, and
presented to the General Membership for approval. The Gene ral Membership may approve or
disapprove the Board’s determination, however, the determination is final until such time as
disapproved by a vote of the General Membership at a regular or special meeting with a quorum.
The dues amounts shall be published as a fee schedule once a year in the spring newsletter. Dues
and any outstanding past year guest bills shall be payable upon receipt of the statement, but no
later than 15 May of the current year. Dues and other financial obligations of a Member not
post-marked or delivered to the Membership Chairperson by 15 May of each year will be
assessed a late payment fee.

Section 5. Failure to Pay Annual Dues and Assessments

a. Delinquency / Late Fees. Any Member who fails to pay approved annual dues,
assessments, or any other charges by the date due, will be considered delinquent, and will be
subject to a late payment fee set by the Board and published in the schedule of fees, which may
be waived at the Board’s discretion upon the Member’s written request. Members who are
delinquent will be notified of delinquent status in writing by mail to the Member’s address of
record, and re-billed for the amount due plus the late fee.

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b. Suspension of Membership. Failure to pay all amounts due, including late fees, within
the 21 calendar days after a delinquency notification is mailed shall result in suspension of the
membership. Upon suspension of membership, The Club shall notify suspended Members of
such suspension in writing by mail to the Member’s address of record. Suspended Members
shall not be entitled to use of the facility or any other membership privileges.

c. Revocation of Membership. In the event that the amounts due and payable are not
received within 14 days after the mailing of a suspension notice, the suspended Member’s
membership shall be revoked and placed on the membership transfer waiting list. Members
subject to revocation of membership no longer have membership in the Club, and shall not be
entitled to membership privileges, or any refunds of membership fees or annual dues.

d. Reinstatement of Suspended or Revoked Membership. The Board, at its discretion, may

reinstate any Member upon request and payment of all amounts in arrears, and may waive any
action(s) prescribed in this Section, if extenuating circumstances are presented to the Board for
consideration.

Section 6. Discretionary Buyback of Memberships on Sell List

The Board, at its discretion, may decide to buy back small quantities of memberships to reduce
the number of Members on the sell list. This reduction will be done starting in chronological
order from the top of the sell list. Amount of any refund of membership issued shall be
determined by the Board under the same terms used to determine the amount of a mandatory
refund set forth in Section 3 of these Bylaws.

Section 7. Suspension and Revocation for Cause

a. Suspension of Membership for Cause. The Board of Directors may, at its discretion,
suspend the membership of any Member for cause, including but not limited to repeated
failure to make payments when due, failure to follow procedures set forth for bringing
non-Member guests to the pool, disruptive or inappropriate behavior while on Club
property, violation of any law(s) of the Commonwealth of Virginia while on Club
property, repeated harassment of other Club Members, repeated violations of safety rules,
or violation(s) of other rules, regulations, or Bylaws of the Club whether posted at the
pool, published on the Club web site, or included or incorporated by reference in these
Bylaws.

b. Appeal and Reinstatement. A Member who has been suspended may at any time request
reconsideration and reinstatement by the Board. If a Member is not reinstated at the
discretion of the Board upon reconsideration, the Member may appeal to the General
Membership at its next regularly scheduled meeting. At the discretion of the Board, a
suspended Member who is not reinstated upon reconsideration may alternatively request
that the suspended membership be placed on the sell list, and may be issued a refund
pursuant to the provisions in Section 3 of these Bylaws. In the event the suspended

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 Member chooses to appeal to the General Membership for reinstatement, request for the
appeal shall be provided in writing to the President of the Club within 30 days after
receipt of the Board’s decision not to reinstate upon reconsideration. In the event of an
appeal, the General Membership, by two-thirds vote of Members present, may overturn
the suspension and reinstate full membership privileges.

c. Revocation of Membership for Cause. The Board may, at its sole discretion, permanently
revoke the membership for the following reasons:
1. Failure to provide a written request for appeal to the General Membership within
30 days of the Board’s decision not to reinstate upon reconsideration.
2. Failure of Member to be reinstated by a two thirds vote of the General
Membership upon appeal of suspension to the General Membership.
3. The Member’s commission of any act or gesture, including threatening
communication(s), reasonably giving rise to a concern that the Member’s
presence on Club property might pose a future risk to Club property or the
property, health or safety of any other Club Member(s).
4. The Member’s conviction for commission of a crime of violence or regis tration as
a sex offender.
5. Issuance of a restraining order prohibiting a Member from contact with any other
Member(s) of the Club.

Members subject to revocation of membership for cause no longer have membership in

the Club, and shall not be entitled to membership privileges, or any refunds of
membership fees or annual dues.

Section 8. Use of Club Facilities

a. General. The Board will determine who may use the Club facilities and conditions for
such use. The Board shall enact regulations specifying the conditions for use of Club
facilities and publish them once a year for distribution to General Membership. Because
these regulations affect the health, safety, welfare, and conduct of members and guests
using the Club facilities, the Board may deny access to the facilities for those Members
and guests not adhering to those regulations.

b. Members in Good Standing. A Member in good standing is a Member who is current in

payment of all financial obligations owed to the Club, and who has not violated the terms
and conditions of all currently enacted rules, regulations, and Bylaws. Members in good
standing may use the Club facilities subject to the terms and conditions set forth by the
Board in the currently enacted rules, regulations, and Bylaws.

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 c. Non-Member Guests. Members may from time to time wish to bring non-Member guests
to the use the facilities. Members who bring non-Member guests must purchase a guest
pass and present the guest pass to a pool staff member as notification that a non-Member
guest is present. The Member bringing a guest to use Club facilities must be present
when their guests are using the facilities, and are responsible for the payment of guest
fees based on procedures set forth by the Board. Failure to purchase a guest pass for a
non-Member guest, or to otherwise pay the appropriate fee for the non-Member guest’s
use of Club facilities, may result in suspension of membership for cause as provided in
Section 7 of these Bylaws.

Section 10. Non-Discrimination. The Club shall not discriminate in any manner on the basis of
sex, race, color, creed, or country of origin.

ARTICLE II: MEETINGS OF THE GENERAL

MEMBERSHIP
Section 1. Regular Meetings of the General Membership. An annual General Membership
meeting shall be held at suc h time and place within or in proximity of the Immediate Club Area
as may be convenient to a majority of the membership and chosen by the Board of Directors.
Additional General Membership meetings shall be held as deemed necessary by the Board of
Directors.

Section 2. Special Meetings of the General Membership. A special meeting of the General
Membership may be called by the President of the Board of Directors. Also, upon written
request of 25 or more Members (each of which must represent a separate me mbership), a special
meeting shall be called by the President and notification of it given by the Secretary within 30
days.

Section 3. Notice of Special Meetings of the General Membership.

a. Notice of Regular Meetings. At least ten (10) days before the date of a General
Membership meeting or special meeting of the Members, the Club shall deliver written
notification of the date, location and reason for the meeting to each Member. Such
delivery may be made by regular U.S. mail to each membership address shown in the
Club membership records, either separately or as part of a general mailing, or may be
delivered by electronic mail (“e-mail”) via the internet. Members who wish to receive
notifications and updates regarding general or special meetings of the General
Membership are responsible for providing the Membership Chair with their current e-
mail address. Members who do not maintain an e- mail account, and who wish to receive
notice of meetings by alternative means such as telephone or regular U.S. mail, may
make arrangements with the Membership Chair for notice to be delivered by such
alternative means. The Club shall not be responsible for any consequences of a

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 Member’s failure to receive notice of any meeting(s) where reasonable effort was made
to provide such notice in a timely manner.

b. Notice of Emergency Meetings. In the event of an emergency where a vote of the

General Membership would be necessary or called for in less than 10 days, any Officer
may call an emergency meeting of the General Membership, in which case the Board
shall make every reasonable effort to provide notice to as many Members as possible by
e-mail or telephone.

c. Notice of Special Meetings. Notice of special meetings of the General Membership shall
follow the same procedure in Paragraph a. of this Section, except, due to expenses
associated with mass mailings using the U.S. Postal Service, the Board, at its discretion,
may elect to provide mailed notice of special meetings only to those membership
households whose annual dues and fees are paid up to date, or who are not required to
pay as a result of attaining life membership status, or by reason of following the
appropriate procedures to list the membership on the sell list. For other Members whose
membership dues and fees are not paid up to date, notice may be provided by electronic
mail if such Members have provided an e- mail address for such purpose, but in any case,
posting of an announcement for special meetings on the Club web site at
http://members.cox.net/ssrc/, or its successor web site address, shall be sufficient notice
to such Members.

Section 4. Voting by the General Membership.

a. Vote by Simple Majority of Members Present. Where these Bylaws require that any
decision of the Board be approved by the General Membership, such approval is assumed
to be determined by a simple majority vote of the represented memberships present at any
general meeting or special meeting called for the purpose of deciding the issue. A
quorum is required for a vote to be held. A simple majority vote is required to decide all
issues unless these Bylaws specifically require a two-thirds (2/3) vote.

b. Quorum of the General Membership. At any regular or special meeting of the General
Membership, at least 25 memberships represented in person shall constitute a quorum for
purposes of voting.

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 c. Voting Eligibility. Eligibility for the privilege of voting at meetings of the General
Membership is limited to active Members in good standing to include Adult Members,
Special Members, Beneficial Members, and Life Members, their spouse, or second
principal resident. A person who is a Member pursuant to an inactive membership,
temporary membership, or suspended membership, is not entitled to vote at meetings of
the General Membership, and the presence of such non- voting Members shall not be
considered in determining the presence of a quorum.

d. Vote Counting Procedures. At any type of General Membership meeting, each eligible
membership shall be entitled to one vote, such that if an eligible membership includes
more than one Adult Member, only one of the Adult Members may cast a vote in
representation of that membership. A Member who is eligible to vote may do so in
person or by signed proxy. However, proxy votes shall not be counted for purposes of
establishing the presence of a quorum at the meeting. Where a quorum is required to
vote on any issue(s), and a quorum of Members is not physically present, a vote on such
issue(s) shall be postponed until a special or general meeting of the General Membership
at which a quorum is present.

ARTICLE III: ELECTION AND REPLACEMENT OF

DIRECTORS
Section 1. Board of Directors. Fourteen Directors manage the affairs of the Club and shall serve
a term of two years. Terms of office and positions of the Directors shall be staggered so that no
more than seven positions each year require filling through election. In the voting process, each
Member may cast only one vote for each position to be filled without accumulation. All
Members who are eligible to participate in a vote of the General Membership are also eligible to
be elected as Directors.

Section 2. Absenteeism and Nonperformance. If a Director fails to attend regular meetings of

the Board three consecutive times without good cause being shown for such absenteeism or
otherwise fails to perform any of the duties assigned and assumed by him/her as a Director,
without good cause being shown for his/her nonperformance, the Board may declare his/her
position vacant and fill it as stated herein.

Section 3. Vacancies. When a vacancy occurs on the Board of Directors prior to the end of the
departing Director’s normal term of office, the Board may fill the vacancy in its discretion.
Vacancies may be filled by majority vote of the Directors present at any regular or special
meeting.

Section 4. Removal of Directors and Officers. Any Director or Officer of the Club may be
removed from office by the affirmative vote of two-thirds of the voting memberships represented

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in person or by proxy in writing at a special meeting called for that purpose, but only after an
opportunity has been given to him/her to be heard. Any employee of the Club or independent
contractor providing services to the Club may be dismissed, subject to conditions set by the
Board of Directors.

Section 5. Appointment of Temporary Officers. When an Officer is temporarily absent or

otherwise temporarily unable to perform the duties of his/her office, the Board of Directors may
by resolution designate another Member of the Board of Directors to act temporarily in his place.

ARTICLE IV: MEETING OF DIRECTORS

Section 1. Regular and Special Meetings. A regular meeting of the Board of Directors shall be
held at least once a month during the months of March, April, May, June, July, August and
September. A regular meeting shall be held no later than January 31 of any given year for the
installation of new Directors. The President, or, in his absence, the Vice President may call a
special meeting of the Board of Directors at any time. The President shall call a special meeting
upon the receipt of the written request of any five Directors. The time and place of each meeting
shall be fixed by the President.

Section 2. Voting by the Board of Directors. A quorum of the Board of Directors must be
present for a vote to take place. A given issue shall pass on a simple majority vote of the
Members of the quorum, unless a particular issue requires a 2/3 vote as required herein.

Section 3. Quorum of the Board of Directors. A minimum of eight (8) Directors shall constitute
a quorum. If vacancies exist on the Board, a quorum shall consist of half of the number of
presently sitting Directors plus one. For example, if two vacancies exist on the Board, and the
entire Board consists of twelve (12) Directors, seven (7) Directors shall constitute a quorum,
however, a quorum shall never consist of fewer than six (6) Directors. If the eligibility for
service of two or more Directors on the Board arises from the same membership, they are
eligible to cast only one vote between them and so they shall be counted as only one Director for
purposes of determining a quorum.

ARTICLE V: OFFICERS
Section 1. Officers. The Officers of the Club shall be the President, the Vice President, the
Treasurer, and Secretary, all of whom shall be elected annually by the Board of Directors from
among its Members. The Officers shall hold office until the end of the first meeting of the Board
of Directors following the annual fall meeting of the Members, unless sooner removed as herein
provided.

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Section 2. President. The President, or in his absence, the Vice President, shall preside at the
annual meeting of the Members and at all meetings of the Board of Directors. He shall perform
such other duties as customarily pertain to the office of the President or as he may be directed to
perform by resolution of the Board of Directors.

Section 3. Vice President. The Vice President shall have and exercise all the powers, authority,
and duties of the President during the absence of the latter or his inability to act. The Vice
President shall actively participate in assisting the President with duties including but not limited
to: advertising, communications with the membership including the annual newsletter,
communication and coordination with outside vendors, agencies, contractors, etc. as necessary to
conduct the on- going operations of the Club.

Section 4. Treasurer. The Treasurer shall have custody of all funds, securities, valuable papers,
and other intangible assets of the Club. The Treasurer shall provide and maintain full and
complete records of all the assets and liabilities of the Club. The Treasurer shall prepare and
submit, at each regular meeting of the Board of Directors, a financial statement of the condition
of the Club as of the last day of the preceding month. The Treasurer shall prepare tax reports and
information returns as local, state, and federal laws may require. The Treasurer shall supervise
the filing of all reports required by law, including the annual report of the Club to be filed with
the State Corporation Commission within 30 days after the annual meeting of the Members, the
annual information return required to be filed with the Internal Revenue Service, the annual
return required to be filed under the state income tax laws, the annual personal property tax
return, and such other reports and returns as may be required by law and regulation. Any
Director has the absolute right at any time to review all relevant records pertaining to any funds,
securities, valuable papers and other intangible assets of the Club.

Section 5. Secretary. The Secretary shall prepare and maintain full minutes of all meetings of
the Members and of the Board of Directors. The Secretary shall give advance notice of all
meetings of the Members. Upon discretion of the Board of Directors, the Secretary shall prepare
and send the letters on behalf of the Club.

Section 6. Membership Chair. A Membership Chairperson may be designated by the President

from among the Directors. In addition, a Membership Committee may be appointed by the
President from among the Directors and Club Members upon request of the Chairperson.

a. This Committee or the Chairperson, subject to the approval of the Board, will act on all
transactions affecting membership in the Club.
b. This Committee or the Chairperson will maintain a complete record of membership data
which shall include: complete names of all Members of each family, address, e- mail
address, membership number, birth dates of children, and all current data concerning the
Member's payment of membership fees, dues, guest fees, assessments, or other approved
amounts due from Members.
c. The Committee or the Chairperson will prepare all bills to all Members and temporary
Members and collect and duly record all receipts. All funds will then be turned over to
the Treasurer and complete records of such transactions will be kept in such a manner
that the annual audit can properly establish the precise financial status of the

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 organization. All delinquent accounts will be reported to the Board of Directors at each
regular meeting.
d. Any Director has the absolute right at any time to review all relevant records pertaining
to membership.

Section 7. Performance of Functions and Duties. All powers, authority, duties and functions of
the Members, Directors, Officers, and employees of the Club shall be exercised in strict
conformance with applicable provisions of the laws and regulations of the Commonwealth of
Virginia and of the Charter and Bylaws of the Club.

ARTICLE VI: STANDING AND SPECIAL

COMMITTEES
Section 1. Appointment of Committees. The President shall be authorized to appoint such
committees from the Directors and Members as he/she shall deem necessary or exp edient for the
welfare of the business of the Club.

Section 2. Advisory Subcommittees. The Chairperson of any standing or special committee

may appoint advisory subcommittees from among the Members of the Club. Actions
recommended by any standing or special committees shall be proposed at the next meeting of the
Board of Directors.

ARTICLE VII: PROPERTY AND FINANCES

Section 1. Obligations and Expenditures. The Club is not authorized to contract for any
obligation in excess of its unobligated assets. Any obligation or expenditure of the Club assets
requires the prior approval of the Board. Adoption of an annual budget by the membership or
Board of Directors also constitutes prior approval of expenditures for items contained in that
budget.

Section 2. Disposal of Tangibles. Tangible capital plant equipment of the Club may be disposed
of only after a two-thirds vote of the Board of Directors.

Section 3. Transfer and Encumbrance of Real Property. Real property of the Club may be
transferred or encumbered only after a vote of the majority of memberships represented, in
person or by proxy, at a meeting called by its Board of Directors for that purpose. Members
shall be notified by both of the following ways: A notice of the meeting by publication at least
six times a week for four successive weeks prior to the meeting, in a newspaper published in the
place where the principle office of the Club is located or having a general circulation therein, and
notice in writing to each Member of the Club, by serving same on him personally or by mailing

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it to him addressed to the post office nearest to his place of residence as it appears on the books
of the Club at least ten days prior to such meeting. The notice shall state the time and place of
the meeting, and its purpose.

Section 4. Deposit of Funds. The funds of the Club shall be deposited in checking accounts,
savings accounts and certificates of deposit, in an institution the deposits of which are insured by
the Federal Deposit Insurance Corporation. Subject to case-by-case approval by the Board of
Directors, Club funds may be deposited in Money Market Certificates.

Section 5. Deposits to be Made in a Timely Manner. All funds of the Club shall be deposited
in such qualified depository or depositories as the Board of Directors may from time to time by
written resolution designate, and shall be so deposited within a timely manner after their receipt;
provided however, that receipts in the aggregate of $300.00 or less need not be deposited more
often than once a week.

Section 6. Disbursement of Club Funds. All disbursements of funds of the Club, excluding
disbursements made electronically for payment of normal, recurring expenses such as utility
bills, employee payroll, payroll taxes, etc., shall be made by checks signed by any two of the
following Officers: President, Vice President, Treasurer. However, the Board of Directors by
resolution may provide for the establishment of a petty cash fund not to exceed $500.00, to be
administered by the Treasurer.

Section 7. Fidelity Bonds. Directors and Officers who are authorized to sign Club checks or
deposit Club monies shall be secured by an adequate fidelity bond or dishonesty insurance
coverage supplied by the Club.

Section 8. Fiduciary Responsibility. To avoid conflicts of interest and the appearance of

impropriety, the funds of the Club may not be loaned to or invested with any Officer, Director or
Member of the Club or any person, corporation or concern. The Board may at its discretion
approve funds that may be paid to Officers, Directors, or Members for services duly rendered to the
Club, provided the cost of the services to be rendered does not exceed the reasonable market
value of those services as evidenced by adequate documentation, e.g. three written estimates
from outside service providers who are not an Officer, Director, or Member of the Club. Such
documentation shall be considered by the Board in advance of approving any expenditure
payable to an Officer, Director, or Member of the Club, and all other conditions herein
applicable to the expenditure shall be met.

Section 9. Annual Audit. The accounts of the Club shall be audited annually by a method to be
specified by the Board of Directors. Report of this audit is to be presented at the annual meeting.

Section 10. Capital Improvement Fund. All monies accumulated in excess of funds used to
operate and maintain the facilities will constitute a Capital Improvement Fund. Monies from the
Capital Improvement Fund will be used for improvement of the existing facilities, extension of
recreational facilities, satisfaction of outstanding obligations, or other items at the discretion of
the Board. Use of the monies from the fund requires the approval of at least two-thirds of the
Board.

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Section 11. Minimum Balance in Capital Improvement Fund. Within the Capital Improvement
Fund, there shall be $30,000.00 held in reserve for replacement of major capital plant equipment
necessitated by use, wear and tear, physical deterioration, action of nature, obsolescence,
inadequacy, or the demands of public authority. During any fiscal year, up to $3,000.00 may be
obligated or expended upon the approval of at least two-thirds vote of the Board of Directors.
During any fiscal year, not more than $3,000.00 may be obligated or expended, except where
any emergency exists, unless two-thirds or more of memberships represented in person at a
General Membership meeting or special meeting called for that purpose vote their approval.
Expenditures from the above funds being held in reserve shall be summarized for presentation at
the next General Membership meeting. In the event the Capital Improvement Fund falls below
the level of $30,000.00, the Board shall avoid expenditures that are not necessary to the ongoing
operatio ns of the Club and maintenance or preservation of the Club facilities.

Section 12. Fiscal Year. The fiscal year of the Club shall be from October 1 to September 30.
The normal swimming season shall run from the Saturday of Memorial Day weekend to
Monday, Labor Day, except as otherwise approved by the Board of Directors.

Section 13. Annual Operating Report. At least 10 days prior to the annual meeting of the
General Membership each year, the Board of Directors shall deliver or mail an Annual Operating
Report, statements of assets and liabilities, slate of nominees for Board of Directors, the agenda
of the annual membership meeting and such other matters as are appropriate for consideration by
the membership.

Section 14. Safekeeping of Club Records. Copies of the organization papers of the Club, its
Bylaws and any amendments thereto, and the membership records of the Corporation shall be
preserved in a place of safekeeping. Returns of elections and proceedings of all meetings of the
Directors and Members shall be recorded in the minutes book. The minutes of all meetings shall
be signed by the President and Secretary or by those acting in their places. Any papers can be
reviewed on demand by the President or by written request from a Member.

ARTICLE VIII: AMENDMENTS TO BYLAWS

Section 1. Amendments to Bylaws by Board of Directors. Amendments to these Bylaws may
be adopted by the affirmative vote of two-thirds of the Directors present at a duly held meeting
of the Board of Directors. The General Membership shall be notified that the Bylaws have been
amended within thirty days after adoption by the Board of Directors, and the amended Bylaws
shall be posted at the Club grounds and the Club web site at http://members.cox.net/ssrc/, or its
current web site, or a copy shall be made available to Members upon individual request. Such
amendments shall thereafter remain effective unless rejected by two-thirds vote of the voting
memberships represented in person, or by proxy in writing, at a general or Special Membership
meeting with a quorum.

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Section 2. Amendments to these Bylaws may be adopted by the affirmative vote of two-thirds
of the voting memberships represented in person, or by proxy in writing, at a general or Special
Membership meeting with a quorum.

ARTICLE IX: EXTENSION OF FACILITIES

Section 1. Any extension of the Club's facilities for purposes other than those normally
connected with a swimming and racquet club shall be approved by a majority of the voting
Members present or signed by proxy at a general or special meeting of the General Membership.

ARTICLE X: INDEMNIFICATION
Section 1. Indemnification. The Board of Directors may indemnify with Club funds a
Director/Officer:

a. who entirely prevails in the defense of any proceeding to which he or she was a party
because he or she is or was a Director or Officer of the Club.
b. against reasonable expenses incurred in connection with the proceeding.

Section 2. The Board of Directors may indemnify and advance expenses with Club funds to an
individual made a party to a proceeding because he or she was a Director, Officer, employee, or
agent of the Club, against liability incurred in the proceeding if:

a. He conducted himself in good faith.

b. He believed, in the case of conduct in his official capacity with the Club, that his conduct
was in the best interest of the Club and, in all other cases, that his conduct was not
opposed to the best interests of the Club; and
c. In the case of any criminal proceeding, he had no reasonable cause to believe the conduct
was unlawful.
d. Indemnification of the Director, Officer, employee, or agent of the Club would be in the
Club’s best interests, including but not limited to situations where the Club could be held
liable for conduct under respondeat superior.

Section 3. The Board of Directors has the power to make further indemnity with Club funds,
including indemnity with respect to a proceeding by or in the right of the Club, and to make
additional provisions for advances and reimbursements of expenses to any Director, Officer,
employee or agent except for indemnity against (a) his willful misconduct or willful
nonfeasance, or (b) a knowing violation of criminal law.

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ARTICLE XI: DISSOLUTION
Section 1. The procedures for dissolution of the Club shall be in accordance with the provisions
of the Code of Virginia, §13.1-902 et. seq., or its successor statute.

Section 2. Upon the dissolution of the Club, the Board shall, after paying or making provision
for the payment of all of the liabilities of the Club and necessary legal fees, dispose remaining
assets as follows:

a. All cash assets of the Club shall be used to return the initial membership fee to each
Member listed in the records of the Club who has not previously had their initial
membership fee returned, or portion thereof returned in lieu of return of the total initial
membership fee originally paid. If cash assets are not sufficient to return the initial
membership fee in its entirety to each Member, the amount returned shall be a fraction of
the initial fee based on proration of the initial fee against the total of all fees. Return of
the initial membership fee under this Section supersedes the provisions of Article I,
Section 3, (e) and (f) of these Bylaws.

b. All real property, personal property, and any cash assets of the Club remaining after the
execution of paragraph a. of this Section shall be disposed of in such a manner or to such
organization or organizations, organized and operated for maintaining the facilities for
the community as an operating recreational facility, or such other exempt purposes as
shall at the time qualify as an exempt organization or organizations within the meaning of
Code of Federal Regulations, Title 26, Section 1.501 (C), or its successor statute of the
Code. In all events, dissolution of the Club shall be conducted in compliance with all
applicable state and federal laws.

ARTICLE XII. LEGAL PROVISIONS

Section 1. Authority of Bylaws. These Bylaws, along with any statutes, rules, or other provisions
incorporated by reference herein, govern the relationship between the Club and its Members, and
apply to all transactions between the Club and its Members. By requesting and receiving
membership in the Club, or by using the Club facilities, all Members agree to be legally bound
by these Bylaws and to abide by all applicable provisions herein.

Section 2. General Rules and Regulations. The General Rules and Regulations of the Club are
hereby incorporated by reference. The General Rules and Regulations of the Club are made
available to Members in whole or in part by publication, mailings, and by posting at the Club

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facilities, and can also be found in their entirety at the Club web site at:
http://members.cox.net/ssrc/rules.htm, or its successor web site. Members are responsible for
reading, understanding, and abiding by all General Rules and Regulations of the Club. Failure to
follow any of the General Rules and Regulations of the Club may result in suspension of
membership as set forth in these Bylaws.

Section 3. Governing Law. Any action related to these Bylaws will be governed by the laws of
the Commonwealth of Virginia. No choice of law rules of any jurisdiction will apply.

Section 4. Severability. If any part of these Bylaws is found void or unenforceable, it will not
affect the validity of the balance of the Bylaws, which shall remain valid and enforceable
according to the terms herein.

Section 5. Integration. These Bylaws, along with any statutes, rules, or other provisions
incorporated by reference herein, represent the entire agreement between the Club and its
Members. These Bylaws supersede all prior or contemporaneous Bylaws, oral or written
communications, proposals, representations and warranties and prevail over any conflicting or
additional terms of any acknowledgment or other communication between the Club and its
Members relating to any stated subject matter during the term of effect of these Bylaws.

Section 6. Force Majure. The Club shall not be liable in damages for any delay or default in
providing privileges or benefits described herein if such delay or default is caused by conditions
beyond its control including, but not limited to Acts of God, Government restrictions (including
the denial or cancellation of any export or other necessary license), wars, insurrections, failure of
performance of contractors, and/or any other cause beyond the reasonable control of the Club.

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