Bylaws of Village West Incorporated
ARTICLE I - NAME AND PURPOSE
1. The name of the organization shall be known as Village West Incorporated. The principal office of the Corporation shall be located in the City of Springfield in Fairfax County, the Commonwealth of Virginia.
2. This Corporation is organized under the Commonwealth of Virginia, Non-Stock Corporation Act (Chapter 2 of Title 13.1 of the Code of Virginia), and its purpose shall be to operate a non-profit, non-stock membership Corporation, which Corporation shall own, develop, operate and maintain a swimming pool and other such recreational facilities as may appear to be desirable for the exclusive use of its members, their families, and their guests.
ARTICLE II - EXECUTIVE BOARD OF DIRECTORS
1. The Executive Board of Directors (hereafter “Executive Board”) shall include, at a minimum, a president, vice president, secretary, and treasurer with other members added from the functional chair person designees at the discretion of the Executive Board. Elected members of the Executive Board are hereafter referred to as “directors.”
2. Directors shall be elected to manage the affairs of the Corporation.
a. They shall each serve two consecutive one-year terms.
b. They must have been a voting member for at least one year before taking office.
c. They shall serve without pay.
3. No more than one member of a household may serve as a director during overlapping terms.
4. Elections for directors shall be held during the general membership meeting on the last day of the pool season. The president has the authority to shift the date of the election on a year-by-year basis within seven (7) days before or after the last day of the pool season if:
a. The move is necessary to ensure maximum participation of the Executive Board and membership; and
b. Notice of the changed date is given to the general membership via email and social media at least fourteen (14) days prior to the new date of the election.
5. The effective term of any new member to the Executive Board shall begin on 1 October and end on 30 September. An outgoing director shall meet at least once with his/her replacement to arrange for the transition at least seven (7) days prior to the end of the outgoing director’s term, and shall hand over all relevant documents, passwords, and other attributes of the office no later than midnight on 30 September in the year of election.
6. Any director who resigns, fails to attend regular meetings of the Executive Board for three consecutive months, or otherwise fails to perform any of the duties evolving upon them as a director, may have their office/position be declared vacant by a majority vote of the other directors and the vacancy filled as provided below.
a. Vacancies shall be filled by a majority vote of the directors present at any regular or special Executive Board meeting.
b. The individual filling the vacancy shall serve until the next annual meeting at which time, the membership shall be asked to approve the appointment or elect a new director.
c. The length of term of this director shall be the length of the unexpired term that is being filled.
7. Any director may be removed from office by the affirmative vote of two-thirds of the voting members present in person or by proxy in writing at the annual membership meeting or a special membership meeting called for that purpose, but only after an opportunity has been given for that director to be heard.
8. When an officer is absent or is otherwise unable to perform his/her duties, the directors may by resolution designate another member of the Executive Board to act temporarily in his/her place.
ARTICLE III – EXECUTIVE BOARD DUTIES
1. All powers, authority, duties and functions of the officers of Village West Inc. shall be exercised in strict conformity with applicable provisions of the law and regulations and in conformity with the Articles of Incorporation and Bylaws of Village West Inc.
2. The President shall:
a. Preside at all Executive Board meetings and other meetings of Village West Inc.;
b. Arrange and supervise the pool management contract and renewal process;
c. Be responsible for presenting a regular capital improvement plan to the Executive Board;
d. Report all serious or repeated membership infractions of the facility rules to the Executive Board for appropriate action;
e. Deny use of the facilities to any person, under the operating rules, for failure to comply with membership provisions, or delegate this duty to another chair person or director; and
f. Perform other duties as associated with the office or directed to perform by resolution of the Executive Board.
3. The Vice President shall:
a. Assume the duties of the president in case of his/her absence;
b. Arrange and supervise all major expenditures in excess of $1,000 for benefit of Village West Inc.;
c. Solicit all contract bids for Village West Inc.;
d. Assist the maintenance chair person with the yearly inventory of Village West Inc. assets; and
e. Update and maintain insurance information.
4. The Treasurer shall:
a. Have custody of all funds, securities, valuable papers and other assets of Village West Inc.;
b. Provide and maintain full and complete records of all assets and liabilities of Village West Inc.;
c. Work with the president to establish a yearly budget outlay, approved by a majority of the Executive Board by 31 December of the fiscal year, and publish said budget on the Village West Inc. website;
d. Prepare all bills to members and receive and process membership dues and other payments;
e. Be responsible for maintaining a record of current members;
f. Collect and duly record all receipts and requests for expense reimbursement in line with the approved budget;
g. Expeditiously deposit funds in accordance with Article VIII of these bylaws;
h. Prepare and submit, or contract out the preparation and submission, of all reports required by law, including:
1) The annual report of the Corporation to be filed with the Commonwealth of Virginia State Corporate Commission,
2) Annual tax returns required to be filed with federal and state authorities;
i. Provide a verbal report to the Executive Board at each meeting reflecting all changes to the financial status of Village West Inc. since the previous meeting;
j. Prepare and publish regular written financial reports of the organization, including a monthly report during the active season (May-August), and an end-of-fiscal year report;
k. Manage the resolution of legacy membership bonds, to include:
1) Maintaining the list of current bond holders and disposition of legacy bonds in accordance with Article XII of these bylaws,
2) Communicating with bond holders,
3) Executing the decisions of the Executive Board pertaining to Bond redemption; and
l. Maintain the tax-exempt status of Village West Inc.
5. The Secretary shall:
a. Have charge of all the books, records and other papers of Village West Inc. except those maintained by the treasurer;
b. Be responsible for the preparation and maintenance of full minutes of the Executive Board;
c. Keep all approved minutes in a designated area, either online or in a minutes book;
d. Send out copies of minutes to all directors within ten (10) days of previous meeting;
e. Give proper notice of all meetings of the members; and
f. Have custody of the seal of Village West Inc.
ARTICLE IV - FUNCTIONAL CHAIR PERSONS
1. The Executive Board may appoint standing and ad hoc chair persons as required to fulfill the purpose of Village West Inc.
2. The Executive Board has the authority to appoint members by a majority vote of the Executive Board to fill any vacancies if current chair persons are not able to fulfill duties.
3. The Executive Board shall be authorized to appoint such other special committees or chair persons as deemed necessary.
4. The functional chair person positions are as follows:
a. A maintenance chair person shall:
1) Supervise construction, maintenance and repair of all of Village West Inc.’s recreational facilities and other real property not otherwise provided for in these Bylaws;
2) Provide input into the capital improvement plan to include both short-term and long-term plans and their estimated costs;
3) Propose the purchase and maintenance of recreational furniture and equipment;
4) Propose operating rules and regulations for the use of the Village West Inc.’s recreational furniture and equipment, subject to approval by the Executive Board, and implement such rules;
5) Conduct an inventory of Village West Inc. property at the close of each season; and
6) Maintain security fences and lighting.
b. A grounds chair person shall:
1) Plan and supervise all landscaping and maintenance of the natural state of all lands under the control of Village West Inc.; and
2) Direct other operations and groundskeeping functions as requested by the Executive Board.
c. A social chair person shall:
1) Plan, arrange and supervise all social activities for Village West Inc.;
2) Purchase or arrange for the purchase of all items necessary for the implementation of approved social activities, in coordination with the treasurer;
3) Maintain the standard operating procedures for the implementation of social activities; and
4) Provide receipts and itemized cash receipts for all social activities to the treasurer.
d. A marketing and communications chair person shall:
1) Update and maintain the website and any additional social media sites, such as Twitter or Facebook, for Village West Inc.; and
2) Oversee email and other communications to members and other parties for purposes of public announcements, marketing, or other general outreach.
ARTICLE V - COMMUNITY ADVISORS
1. In accordance with its community and non-profit mission, Village West Inc. shall seek the counsel of the Village West Vikings Swim Team (VWVST) and the Civic Association of West Springfield Village (CAWSV) in regard to the yearly and long-term operations and plans of Village West Inc.
2. To facilitate this consultation, the presidents of the VWVST and the CAWSV, or their designated representatives, may serve as community advisors to Village West Inc.
ARTICLE VI – MEETINGS OF DIRECTORS
1. Regular meetings of the Executive Board shall be held at least eight (8) times a year. These meetings shall be open to all functional chair persons and the community advisors to attend and provide input into the discussion.
2. Special meetings may be held at any time when called for by the president or a majority of the Executive Board.
3. Agendas shall be provided at least three days in advance by the president or secretary, or in the case of a special meeting, the director or directors who called the meeting.
ARTICLE VII - VOTING
1. A majority of directors (at least three) constitutes a quorum for the purposes of an Executive Board meeting.
2. In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
3. Passage of a motion requires a simple majority (more than half the members present). In the event of a tie vote on a measure, all functional chair persons present at an Executive Board meeting shall be asked to vote in an effort to break the tie. If a tie persists, the measure shall not pass.
ARTICLE VIII – CONFLICT OF INTEREST
1. Any member of the Executive Board who has a financial, personal, or official interest in or conflict (or appearance of a conflict) with any matter pending before the Executive Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, shall voluntarily recuse him/herself from the discussion and any vote on said item.
ARTICLE IX – FISCAL POLICIES
1. The fiscal year of the board shall be from 1 Oct to 30 Sept.
2. Complete records of all financial transactions shall be maintained in such manner that any independent audit can precisely establish the financial status of Village West Inc.
3. All delinquent accounts shall be reported by the Treasurer or other directors as appropriate to the Executive Board at each meeting or by email as soon as possible.
ARTICLE X – MEMBERSHIP
1. Membership shall be open to all persons, except individuals convicted of any sexual offense. Individuals convicted of other criminal activity may also be denied membership, at the discretion of the Executive Board. An individual household shall constitute a membership. Members of the pool shall be permitted to use the swimming pool and all other facilities owned or operated by Village West Inc. in accordance with these Bylaws and such regulations as may be prescribed from time to time by the Executive Board.
2. The categories of membership shall be:
b. Monthly, and
3. The Executive Board may establish, from time to time, other categories of membership as they deem necessary for the purpose and benefit of Village West Inc.
4. At the time of payment of membership dues, a head of household shall provide to Village West Inc. the names of all occupants of the residence entitled to use the pool facilities in accordance with these Bylaws.
a. Adults and children on a given membership must reside at the same residence and be permanently under their support and care.
b. The head of household is responsible for all persons under their membership.
5. The payment of membership dues shall be considered as consent by each head of household that all individuals in their membership and any guests they bring will abide and follow pool rules and guidelines.
6. The Executive Board shall set the annual membership dues and the schedule of payment due dates. The membership becomes effective upon full payment of the appropriate annual dues.
7. At its discretion, the Executive Board may accept prorated dues for those wishing to join after the beginning of the season or leave before the end of the season.
ARTICLE XI – MEMBERSHIP VOTING RIGHTS
1. Only households with a full annual membership in good standing shall have voting rights during the annual membership meeting. Only one adult member of each household shall have the authority to vote for that household in elections for directors or other matters that the Executive Board brings to the general membership for a vote.
a. Members must have paid full membership dues (not prorated in any way) for one year prior to becoming a voting member.
b. Members in good standing may provide a proxy vote on a matter before the membership in writing to the secretary or his/her designee.
ARTICLE XII – RESOLUTION OF LEGACY BONDS
1. The existence of over $100,000 in uncompensated membership bonds constitutes a significant financial liability to Village West Inc. and threatens the sustainability of its community-oriented purpose. The Executive Board shall endeavor to reduce the amount of outstanding bonds held by past or active members to zero as quickly as possible in order to ensure the long-term fiscal health of Village West Inc.
2. The Executive Board shall pursue the following process to resolve said bonds.
a. Pending the completion of the separation of the Village West Vikings Swim Team to become an independent charitable and educational organization in line with section 501(c)(3) of the federal tax code, all bond holders shall be invited to make a tax-deductible donation of the title and value of their bond to the Village West Vikings Swim Team.
1) This provision authorizes a one-time transfer of the value of the bond to a second party, namely the Village West Viking Swim Team.
2) The Village West Vikings Swim Team may thereafter use the value of the bonds only as credit toward the payment of pool usage and lifeguard fees over a period of years as mutually agreed by the Executive Board of Village West Inc. and the Executive Board of the Village West Vikings Swim Team.
b. Those bond holders who do not wish to donate the title and value of their bonds to the Village West Swim Team shall be asked to exchange the title and value of their bonds for one or more annual memberships equal to or less than the monetary value of the bond.
c. All remaining bond holders who wish to receive a full refund of the financial value of their bonds shall indicate this position in writing to the Executive Board by email or post. The treasurer or his/her designee shall maintain a list of bond holders requesting a full refund.
1) As long as there remains a list of bond holders who wish to be refunded the amount of their bond, the Executive Board shall budget $3,000 per fiscal year for the purposes of bond repayment.
2) In fiscal years where total spending is within budget, meaning even or less than realized income, the Executive Board shall use the $3,000 budgeted to refund bond holders the amount of their bonds in exchange for the title of their bonds during the final month of the fiscal year.
3) Bond holders on the refund list shall be refunded in order of the date their bond was purchased, from oldest until newest (i.e. a bond purchased in 1979 will be paid before one bought in 1986).
3. For any exchange or refund of a membership bond, the treasurer or his/her designee approved by the Executive Board shall require the member to surrender the original bond and sign a statement at the time of redemption affirming that the member has officially released Village West Inc. from all claims and obligations.
4. No bond shall be redeemed when to do so could place Village West Inc. in a precarious financial position or cause it to become insolvent.
5. Upon dissolution of Village West Inc., all outstanding bonds shall be redeemed for an amount not to exceed the face value of the individual bond, after all just claims of Village West Inc.’s financial debts have been paid.
ARTICLE XIII – MEMBERSHIP MEETINGS
1. Annual membership meetings shall be held at the pool on the last day of the season.
2. Special meetings of the members shall be held at the request of a minimum of twenty-five percent (25%) of the members.
3. Once requested, the secretary shall arrange special meetings within 14 days.
4. Approximately two (2) days prior to any special meeting of the membership, the Executive Board shall make available to each member a report containing a description of the matters to be raised at such special meeting.
5. At any annual or special meeting, twenty (20) voting members or their proxies in attendance in person shall constitute a quorum. If both a member and his/her spouse attend, they shall count as one vote for the purpose of constituting a quorum.
ARTICLE XIV – PROPERTY AND FINANCE
1. Any obligation or expenditures of the assets of Village West Inc. beyond the approved yearly budget requires the prior approval of the Executive Board.
2. Tangible personal property of Village West Inc. may be transferred only after a two-thirds vote of the directors shall have approved such transfer.
3. Real property of Village West Inc. may be encumbered only after a vote of a majority of members of Village West Inc. who are present in person or by proxy at a meeting of its members called by its Executive Board if value is greater than $2,000.
4. All funds of Village West Inc. shall be deposited in such a qualified depository or depositories as the Executive Board may from time to time by written resolution designate and shall be so deposited weekly of their receipt.
5. All deposits shall be insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation.
6. All disbursements of funds of Village West Inc. over $500 shall be approved by any two of the following officers: president, vice-president, or treasurer.
7. Expenses of Village West Inc. have to be made by corporate payment method, either by cash with a receipt, check, or debit or credit card.
8. The funds of Village West Inc., except as otherwise provided in these Bylaws, may be invested only in obligations of the United States Government or other federally insured securities. They may not be loaned to or invested with any officer, director, or member of Village West Inc.
9. The accounts of Village West Inc. shall be audited at a minimum of every five years by an independent third party. The report of any audit is to be made available for viewing at the next annual meeting after the audit is completed.
ARTICLE XV – GENERAL PROVISIONS
1. Copies of the organization papers of Village West Inc., including the Articles of Incorporation, Bylaws, any amendments thereto, and the membership records shall be preserved in a centrally located place of safekeeping.
2. Returns of elections and proceedings of all meetings of the directors and members shall be recorded in the official minutes and preserved according to Article III, section 5 (c) of these Bylaws.
3. The minutes of all meetings shall be signed by the president and the secretary, or by those acting in their places.
4. The Executive Board shall maintain, in force, liability insurance in an amount to be determined by the Executive Board.
5. The Bylaws of Village West Inc. shall be reviewed and updated at a minimum every five (5) years.
ARTICLE XVI – AMENDMENTS TO BY-LAWS
1. These Bylaws may be amended by a two-thirds (2/3) vote of Executive Board members present at any meeting, provided a quorum is present and provided a copy of the proposed amendment(s) are provided to each director at least one week prior to said meeting.
2. After adoption by the Executive Board, such amendments shall be thereafter effective until rejected by a majority vote of the voting members present in person or by proxy at the next duly held membership meeting.
3. It is the privilege of members in good standing of Village West Inc. to propose amendments to the Bylaws in writing to the Executive Board.
4. Written notice of such proposed amendments shall be sent to all members ten (10) days prior to any duly held membership meeting.
5. Such proposed amendments may be adopted by the affirmative vote of two-thirds (2/3) of the members present in person or by proxy in writing at a duly held membership meeting.
These Bylaws were approved by the Executive Board of Directors on September 25, 2017.