RIDGEWOOD EVENTS

ARTICLE I-Name

The name of the Corporation shall be Ridgewood Swim Club, Inc., hereinafter referred to as “RWSC” and the address of this Corporation shall be Christiansburg, Montgomery County, Virginia. 

ARTICLE II-Object

The object of the Corporation is to provide recreation facilities for the stockholders of this club. 

ARTICLE III - Definitions

SECTION 1: Terms used in these bylaws are used in accordance with the following definitions. Board of Directors: Officers and Directors comprise the governing body of RWSC.

Stockholder: A person(s) who holds a certificate of membership issued by RWSC that has not been cancelled and is at least eighteen years of age. Each certificate holder is entitled to one vote during ballots/issues determined by a general membership vote.

Guest: Any person who is not a member who has paid for the temporary use of RWSC facilities and is accompanied by a member.

Annual Membership Dues: Annual dues (amount specified annually by the Board of Directors) paid by RWSC members to remain a member in good standing.

Fiscal Year: Regular calendar year (January through December)

Season: Late May to Labor Day weekend each year.

Member in Good Standing: A member who has paid all applicable fees and dues and who is not suspended for any reason.

ARTICLE IV-Board of Directors

SECTION 1. The affairs of this Corporation shall be managed by a Board of Directors consisting of eight elected members.  The Board of Directors will:

• Place the Officers/Chairs of the Corporation in specified Chair positions from among the members of the Board of Directors.
• Fill any vacancy in the membership of the Board of Directors to serve until the

next annual election.

• Adopt an annual budget on the recommendation of Finance Chair and

obtain approval at the annual stockholder meeting.

• Secure, for the protection of the Club, such public liability, property damage and

other forms of insurance that will protect the members and their interest.

• Conduct the Club as representatives of the total membership in line with the

interests and intent and purpose of the organization and in protection of their

rights and interests.  

• Board Member Expectations of Performance Include:
  • Attend at least 90% of all Board meetings (by phone or in person), at least 1 of 2 pool work days, and the annual stockholders’ meeting. 
  • Review the agenda and supporting materials prior to board and committee meetings. 
  • Serve as an officer, on committees, and take on special assignments as needed.
  • Remain informed about RWSC mission, services, and policies. 
  • Provide support and advice to the staff but avoid interfering in management activities. 
  • Suggest nominees and participate in board recruitment. 
  • Support the organization by regularly being present at RWSC (during operating season), representing the organization in the community, and with members. 
  • Actively participate (evening, regularly, consistently) to stay on top of issues/operations, and to be long-term focused. 
• Board Member Code of Conduct 
  • Each Board member has fiduciary duty to act in the best interest of RWSC.  These fiduciary responsibilities are the duty of care, duty of loyalty, and duty of obedience to the shareholders of RWSC. 
  • The duty of care is the duty to pay attention to the organization to monitor its activities, see that its mission is being accomplished, and guard its financial and physical assets.
  • The duty of loyalty is the duty to avoid conflicts of interest. 
  • The duty of obedience is to carry out the purposes of the organization and to comply with the law. 

The board member must also:

• Act with honesty and integrity. 
• Support in a positive manner all actions taken by the board of directors even when in a minority position on such actions; recognize that decisions of the board can be made only by a majority vote at a board meeting and respect the majority decisions of the board, while retaining the right to seek changes through ethical and constructive channels. 
• Keep confidential information confidential. 
• Exercise authority as a board member only when acting in a meeting with the full board or when appointed by the board. 
• Work with and respect the opinions of others who serve on the board, and leave personal prejudices out of all board discussions. 
• Always act for the good of the organization and represent the interest of all people served by the organization. 
• Represent this organization in a positive and supportive manner at all times.
• Observe the parliamentary procedures and display courteous conduct in all board and committee meetings. 
• Refrain from intruding on administrative issues that are the responsibility of management, except to monitor the results of the organization. 
• Accept responsibility for providing oversight of the financial condition of the organization. 
• Avoid acting in a way that represents a conflict of interest between a position as a board member and personal or professional life, even if those actions appear to provide a benefit for the organization. This includes using a board position for the advantage of friends and business associates. If such a conflict does arrive, declare that conflict before the board and refrain from voting on matters in which that conflict occurs. 
• Abide by the board operating procedures. 
• Board members unable or unwilling to abide by the above procedures may be removed from the Board of Directors by a vote in favor of removal by at least five (5) of the remaining board members. 
• The Officer positions shall be:  Staff Management Chair, Sponsorship Committee Chair, Membership Chair, Facilities & Grounds Chair, Social Chair, Finance Chair, Media & Communications Chair, and Planning Committee Chair.

SECTION 2. At each annual stockholders meeting, two (2) board members shall be elected for four (4) year terms. No stockholder (or any other persons entitled to club privileges under the same stock certificate) may serve two (2) consecutive full (4 year) terms on the Board of Directors. Terms of service must be at least four (4) years apart for each stockholder. Each year 2 board member terms will expire and those open slots will be filled by an open nomination and election process.

SECTION 3. Any vacancies occurring on the Board of Directors (outside of an official election period) shall be filled by the Board from stockholders in good standing until the end of the term of the person they are replacing.  Thus, length of term could be from 1-4 years depending on the length of term remaining from the original person.

SECTION 4. Regular meetings of the Board of Directors shall be held as needed to conduct Club Business and at least four times per year. A quorum for conducting the business of the Board shall be at least five (5) members. 

SECTION 5. Members of the Board of Directors may be charged with chairing specific committees that have oversight of key areas. Committee members can/will be composed of board members and general members that have volunteered to participate.  Any board member with a family member employed at the pool requires recusal of said board member regarding employment decisions involving the family member in question; those decisions shall be referred to the Board as a whole or to the Board Chair.

SECTION 6. Board members not complying with assigned responsibilities may be relieved of office by a vote of the Board of Directors. Such action requires a vote in favor of removal by at least five (5) of the remaining board members. 

ARTICLE V- Officers: 

At the February meeting of the Board of Directors, the Board will initiate the election process for the upcoming year.  Current board members leaving their position will be announced as well as what positions will be open for election.  No person shall hold more than one office at one

time, and shall serve as non-dues paying pool members, but receive no other compensation.

SECTION 1. The Board of Directors shall have the right to make rules and regulations governing the use of the pool and other facilities in the absence of a contrary vote by a simple majority of the stockholders at a duly-called meeting. 

SECTION 2. The Board will determine the job description, hiring process, schedule, and pay of a Pool Manager and other employees. The Board shall maintain current job descriptions for all employees of the corporation. 

ARTICLE VI-Meetings

SECTION 1. The business and fiscal year of the RWSC shall be the calendar year. 

SECTION 2. The regular meeting of the stockholders and the Board of Directors shall be held in the month of February of each year. Stockholders will be notified by email, website, social media and text at least ten (10) days prior to the annual meeting.  The Board of Directors may provide notice by email, social media, or other electronic means.  Such notice will list the business to be conducted, including any items submitted to the RWSC Membership Chair by any stockholder ten (10) days prior to the annual meeting. 

SECTION 3. A special meeting may be called by the Board of Directors, or by one-tenth (1/10) of the stockholders in good standing. Stockholders will be notified in writing via email, website, social media and text at least ten (10) days prior to a special meeting. 

ARTICLE VII-Voting

SECTION 1. Major items such as fundamental changes in the bylaws (not small edits and updates), election of board members, or incurring debt over $10,000, require a simple majority vote by a quorum of not less than one-third (1/3) of the stockholders in good standing. The majority vote (over 50%) will direct the final decision.  Decisions regarding the sale of assets or dissolution of the corporation must receive a majority vote of no less than one-third (1/3) of stockholders in good standing.  The Board of Directors may use a system of stockholder voting via email or other electronic means to ensure that a quorum is available to vote on major items.  

SECTION 2. All other business requires a simple majority vote of the members present at a duly-called meeting by the Board of Directors. A shareholder may vote in person or by proxy. To vote by proxy, the shareholder must sign a statement authorizing another shareholder in good standing to vote in his or her place. The statement must be presented to the Membership Chair at the beginning of the duly-called meeting. 

SECTION 3. One vote is allowed for each stock certificate. Stock jointly owned by more than one person represents only one vote. 

ARTICLE VIII-Seal

The seal of the Corporation will be imprinted on each stock certificate and on the corporate copy of the current bylaws.  The Membership Chair shall keep/control the use of the seal and ensure its containment and safety.

ARTICLE IX-Finances

SECTION 1. The Board of Directors shall have the power to set the amount of maintenance and operation dues each season in accordance with their estimated budget of maintenance expense. Any amount of maintenance dues received which is in excess of actual expenses shall be treated as a reserve for the next season and may serve to reduce the next season’s dues, pay outstanding loans, or be set aside for major repairs or capital improvements. 

SECTION 2. All checks drawn on the Corporation shall be signed, or initiated using electronic means, by an officer of the Corporation. 

SECTION 3. The Board will not obligate the corporation for any financial loans without a simple majority vote of a quorum of not less than one-third (1/3) of the stockholders in good standing. In the event of any emergency, the Board may obligate the corporation for a loan up to $10,000 if it deems it essential to keep the facilities open and functioning. Such a loan must be reported to the stockholders immediately in writing. 

SECTION 4.  The Board will employ a third party auditing system to be employed after the closing of the pool for each season and prior to the beginning of the next fiscal year.  

SECTION 5.  Board members (and Pool Manager) will be provided with a spending limit or budget for the needs of their role.  Spending amounts above $300 per item shall require a majority vote of all Board members as approval for the purchase to move forward.  All purchases will be tracked via submission of all receipts within 10 business days of purchase to the Finance Chair for tracking and reimbursement.

ARTICLE X-Membership

SECTION 1. Application for stock purchase/membership shall be made to the Board of Directors on forms provided by RWSC. Direct contact with the RWSC Membership Chair via email will provide all the details of membership application, stock purchase and RWSC process.

SECTION 2. The number of stockholders shall be limited to 250, with 240 of those members     being dues paying members of the corporation.   Stockholders voted in Spring 2017 to increase membership from 235 to 250.

SECTION 3. Each member household shall be required to own a Certificate of five shares, par value of seventy dollars ($70) per share. An individual must be at least eighteen (18) years of age to own stock and obtain membership. All certificates shall be transferable only in blocks of five shares of $70 par value per share. 

SECTION 4. A membership can consist of all members of one household.  Any exceptions to this rule (members of family not living in the household, caregivers, extended family members) need approval of the board by communication with the Membership Chair. In the event of a divorce/separation, only one membership is extended per household.  Legal documents (i.e., separation agreement, court judgment, etc.) shall be used to determine which certificate holder is entitled to RWSC membership. Written requests to the RWSC Membership Chair to re-issue a new membership certificate must include the old one.  If there are dependents involved in the separation, the parents/stockholders need to outline which households the dependents will reside in and whether the non-member parent household will need to be considered in the new stockholder agreement.  Members who have adult children who do not reside in the home (but were minors at the time of initial membership) will have those adult children considered as outside the home and will need to secure separate membership in order to come to the pool. Members may request to add on a “seasonal attendee” (childcare provider, grandparent that resides outside of the household, etc..) for a nominal fee.  All “seasonal attendees” must be communicated with directly to the RWSC Membership Chair, and payment provided, before said person may attend the pool. Any non-member attending with members must either be provided for in this seasonal attendee fee or pay the guest fee upon presentation at the check in desk.  

5. Membership shall not be denied because of race, religion, cultural/national origin, sexual orientation, age, sex, maritals status, or physical or mental limitations or handicaps.

SECTION 5. A membership owned by a single person entitles him or her to full privileges of RWSC. Single stockholders may bring one guest on each visit to RWSC without payment of a guest fee. 

ARTICLE XI-Dues

SECTION 1. Maintenance and operations dues will be due and payable, in full, by May 1st of each season. The Board of Directors may establish for advance payment in installments, provided that all payments are completed by May 1st. If dues are not paid in full May 1st, the stockholder will incur a late fee. The amount of the late fee will be determined and announced by the Board of Directors on an annual basis.  Receipt of dues means the monies are received by mail (with a postmark prior to the due date) or online no later than 12 midnight on the due date.  No member is considered in good standing until all dues are paid and are not eligible to attend the pool until this has occurred.  

SECTION 2. Annual dues will be mandatory. Any stockholder beginning a season will be liable for the dues for the entire season. Dues and other charges not paid as described herein will be charged against the stock certificate, and should the account be delinquent beyond June 1 of that year, the stock will revert back to RWSC. 

SECTION 3. No stockholder will be deemed “in good standing’ until all back dues and other charges have been fully paid. A stockholder not “in good standing” may not transfer his or her stock certificate and may be denied use of the facilities of RWSC. 

SECTION 4. The Board of Directors may establish a plan to reduce the annual dues for the first year of purchasers of new stock from the corporation. 

SECTION 5. The Board of Directors, with the approval of a simple majority vote by a quorum of not less than one-half (1/2) of the Board of Directors, may waive all or part of a stockholder’s dues in exchange for services to RWSC. If so approved, the Board will write a job description or contract of the services to be provided. Contracts will be for one season only and up for review/renegotiation every fiscal year. 

SECTION 6. Stockholders in good standing may transfer their shares to other applicants for membership by notifying the RWSC Secretary.  A fee for transferring the stock and issuing a new stock certificate must be paid (by either the buyer or the seller) at the time of the transfer.  All new pool members will also be charged a processing fee to establish new membership and issue stock certificate.

SECTION 7. No stock certificate may be rented. 

ARTICLE XII-Guests

SECTION 1. Stockholders may bring guests to RWSC. Guests must register at check-in, sign waiver, and must be accompanied at all times by a person who is a RWSC Member in good standing.

SECTION 2. Guests must pay an entrance fee per visit per person on the day of each visit. Such guests are limited to no more than eight (8) visits per month. The Pool Manager or the Board of Directors may waive this limit on an individual basis after a review of circumstances.   

SECTION 3. Outside groups who use RWSC facilities will pay a usage fee. The regulations,schedules, and payment for such usage will be determined by the Board of Directors in accordance with the best interest of the stockholders. 

ARTICLE XIII-Admission

A current list of stockholders and family members in good standing shall be provided to the Pool Manager by the RWSC Membership Chair. Each member must register or show proof of membership as required before being admitted to the facilities.

ARTICLE XIV-Behavior

SECTION 1. No alcoholic beverages, weapons, smoking/vaping or any tobacco products will be allowed on the premises at any time with the exception of smoking being allowed in designated areas only. Premises are identified as facility areas included inside the gate/fence of the pool, grassy areas outside the fenced-in area, and parking lots. Designated smoking area(s) and disposal receptacles will be provided. 

SECTION 2. All members will wear appropriate swim attire while visiting RWSC. The following items are deemed inappropriate for wearing in the pool water: cutoff jean shorts (as swimwear), cotton clothing of any type (can be worn to the pool but not in the water), thong bathing suits, street clothes worn as swimsuits, infants with diaper only (must wear swim diaper), undergarments worn as swimsuits (sports bras, boxers, etc...).  Ridgewood is a family friendly facility and all swimwear must be appropriate for all ages.    Pool staff can request that any member support this guideline by requesting members and guests change their clothes or leave the pool facility until more appropriate clothing is worn.

SECTION 3. Any person with RWSC privileges, found to be disorderly, conduct himself or herself in a manner other than as gentleman or lady, or is disrespectful to the Pool Manager’s or lifeguard’s requests for order or safety, may be suspended for a period of time, set by the Pool Manager or his designate. The suspended person may request a hearing before the Board of Directors who may approve or modify the action taken by the Manager, as they deem appropriate. The decision of the Board of Directors will be final. 

SECTION 4. Any person who has RWSC privileges (RWSC member or paying guest of a RWSC member), who shall willfully destroy or damage the property of RWSC, may be made to pay for such damage as incurred. Until such damages are paid for, that person will be “not in good standing”. The person so charged may request a hearing before the Board of Directors. SECTION 5. Rules and regulations of the club for safety and maintenance will be set by the Board of Directors and posted on the premises. 

ARTICLE XV-Authority

SECTION 1. These bylaws may be changed or amended as described in ARTICLE VII Section 1. The Bylaws must be in accordance with the Virginia Non-Stock Corporation Act in the Code of Virginia. 

SECTION 2. Parliamentary authority will be Roberts Rule of Order, newest revision. The scope of application will be determined by the Board of Directors.  Board Chair or whomever on the Board is presiding over the meeting will be responsible for ensuring procedures are met and everything is documented in meeting minutes.

END.

Updated and approved by membership January 2021

Next review date/season Spring 2026