By-Laws
Revised By-Laws as amended and approved the Association Membership at the Annual Meeting held on June 8, 2014
ARTICLE 1
Name:
This Association, a corporation duly chartered by the State of West Virginia as a non-profit stock corporation, shall be known as the “Greenbrier Pool Associates, Inc."
ARTICLE II
Government:
The management, operation, and control of this Association and its property shall be vested in the Board of Directors, nine (9) in numbers. All members of the Board of Directors must be active members of the Association. No person can serve on the Board of Directors while employed by the Association. The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer. No person shall hold more than one office at any time. All officers must be active members of the Association.
ARTICLE III
Elections:
Section One – Members of the Board of Directors shall be elected for a term of three (3) years each. Vacancies occurring in the Board of Directors for any reason other than expiration of their term shall be filled by the Board by appointment, but such appointment shall not extend beyond the next annual meeting, at which time sufficient Directors shall be elected to fill unexpired terms. All Board members are expected to attend Board meetings, therefore, if a Board member misses two (2) consecutive meetings of the Board without showing cause for the absences, that member shall be considered to have resigned and shall be replaced by appointment.
Section Two – At the annual meeting of the Association, which shall be held on the second Sunday of June each year, there shall be held an election for the three (3) members of the Board of Directors whose terms have expired. At such meeting, each member present in person (a family membership shall entitle both husband and wife to attend and vote at all meetings of the Association) shall vote for the number of Directors to be elected, and the required number receiving the highest number of votes shall be declared elected.
Section Three – During September of each year, the Board of Directors, including the new board members elected in June, meeting in Executive Session, shall choose from their number the President and Vice President of the Association for the ensuing year. They shall also choose and appoint a Secretary and a Treasurer, either from their own membership or from the members of the Association who are not Directors. Any vacancies occurring among such officers shall be filled by the Board.
Section Four – A member of the Association cannot be elected to more than two (2) consecutive three (3) year terms to the Board of Directors. Three (3) years must pass before the member can run for elections and serve two (2) more terms. If a member is appointed to complete an unexpired term of a resigned Board member and confirmed by the Association to complete that unexpired term, the two (2) elections shall begin at the completion of such appointed term. A member of the association cannot serve on the Board of Directors at the same time as their spouse is serving on the Board of Directors.
ARTICLE IV
Official Duties:
Section One – The President shall preside at all meetings of the members of the Association and meetings of the Board of Directors, shall appoint the chairmen and members of all committees, subject to the approval of the Board of Directors, and join with the Treasurer in signing all checks issued by the Association.
Section Two – The Vice President shall act in the absence of the President and perform his/her duties.
Section Three – The Secretary shall record and keep minutes of all meetings of the members of the Board of Directors; have custody of all books, records and papers of the Association; and attends to the notification of the members and the Board of Directors of all meetings. The Treasurer shall keep an accurate account of all receipts and expenditures; have possession of all Association funds, sign with the President all checks upon authorization of the Board of Directors; collect all dues, fees and assessments; make detailed financial reports to the Board of Directors whenever called upon; and deposit all monies in the name of and to the credit of the Association in such bank or banks as the Board of Directors may designate. The Treasurer shall be bonded in the highest anticipated amount of the total cash assets of the Association with a corporate surety, the premium of such bond to be discharged by the Association. All disbursements of pool funds through the checking account, credit card, or any other operating account of the pool will require documented approval by two (2) officers of the board. This shall include, by not limited to materials, concession supplies, repairs, payroll, utilities, etc. All disbursements must have supporting documentation such as an invoice or receipt. Extraordinary purchases of services or equipment must have a written quote/contract presented to the board for approval prior to purchase.
Section Four – The Board of Directors shall meet on call by the President. Five (5) Directors shall constitute a quorum of such Board. The Board of Directors shall have the power to make rules for its own government, and shall have control and management of the grounds and property of the Association; it shall have the power to make and authorize contracts for purchases, repairs and supplies; to make such rules and regulations as may be necessary for the government of the Association and its members, and to alter and amend the same; to pass upon applications for membership, as hereinafter provided; to suspend or expel members for good cause shown; and generally to manage and conduct all matters necessary for the welfare of the Association, and delegate such of its powers as it may elect to committees, and to members, and to employees who are not members.
ARTICLE V
Committees:
Section One – There shall be five (5) standing committees, the chairman and members of each to be designated and appointed by the President, subject to the approval of the Board of Directors, and such other special committees shall be created in like manner as may be required. All such committees shall be subject to the supervision and control of the Board of Directors.
Section Two – Finance Committee – This committee shall make an annual audit (to be published by December 31 of each year) of the Secretary and Treasurer’s accounts, prepare the annual operating budget, negotiate all contracts for supplies, employment and personnel, and operation of concessions; establish the amount of dues, assessments, guest fees, and such other matters as may be related thereto. The committee, upon agreement of the Board, may elet to use a neutral 3rd party to reconcile and audit the Association records in accordance to generally accepted accounting principles.
Section Three – Pool and Grounds Committee – This committee shall see to the operation and maintenance of the physical properties of the Association, deal with the utilities serving the same, superintend the employed personnel, see to the readiness of the pool facilities in the spring and to the proper closing of the same in the fall, and to make interim inspections thereof during the winter months.
Section Four – Rules and Activities Committee – This committee shall enforce all rules regarding the use of the Association property by its members and guests, make arrangements for any indicated or desirable group activities among the membership, and in general see to the common benefit of the Association members in the use of its facilities.
Section Five – Planning and Development Committee – This committee shall observe and evaluate the needs of the membership for further development of the pool, grounds, and clubhouse, establish the approximate cost and priority of such projected improvements, and superintend the fulfillment of the same.
Section Six – Membership Committee – This committee shall pass on all applications for admission to the Association, supply such identification of members as may be necessary to secure admission to the grounds, promulgate and enforce such rules as may be necessary to register and collect guest fees, and in general determine the eligibility of any person to use the facilities of the Association.
ARTICLE VI
Membership:
Section One – Membership shall be three (3) classes: Family, Single, or Senior either of which may be either resident or non-resident.
Section Two – Family Membership – This class shall include the head or heads of a family and immediate family members permanently residing in that household (immediate family members include anyone who permanently resides in the member’s home).
Section Three – Single Membership – This class shall include unmarried men and women.
Section Four - Senior Membership - This class shall be for those individulas that have reached 65 years of age and officially retired from the working world. This membership offers no voting privileges regarding the management of the Association and does not require the new member assessment of $1,000.00
Section Five – Age Groups – For purposes of administration, members shall be divided into four (4) age groups: senior, adult, junior, and child. Senior members shall be persons of 65 +. Adult members shall be all persons eighteen (18) years of age and older, junior members shall be those persons thirteen (13) to eighteen (18) years of age, child members shall be those persons twelve (12) years of age and under.
Section Six – Applications for Membership – These shall be in writing, signed by the applicant, and recommended by one or more members of the Association, accompanied by payment of such amounts as the Board of Directors may designate. Upon approval by the Board of Directors, the Secretary or Treasurer shall notify the applicants for membership who, upon payment to the Association of their assessment and current dues, shall be members of the Association.
Section Seven – Qualification – For those members who have paid an assessment, as levied by the Board of Directors, to become stockholders in the Association, which is by mutual agreement to be used for the construction and maintenance of the physical facilities of the Association, it is considered that each such stockholder in good standing is an owner of a pro rata portion of such improvements, based upon the number of stock shares held by such member. One (1) share of stock shall be issued by the Association for every two hundred dollars ($200) of assessment paid, with a maximum of five (5) shares of stock to be issued to a member upon the payment of one thousand dollars ($1,000) of assessment. Every such stockholder, in accepting membership and purchasing stock, covenants in consideration of the mutual covenants made and to be made by other members and stockholders, agrees that neither the stockholder, heirs or assigns will ever institute an action for the partition of said property.
Section Eight – TO BE REMOVED 2021 NO LONGER RELEVANT
Transfer of Assignment of Membership – Said membership shall be non-assignable and nontransferable, except to the Association itself. Shares of stock in the Association are transferable as a one-time event, and one time only, to a member of the stockholder’s immediate family or in connection with the sale of the stockholder’s residential property. When shares of stock are transferred as outlined above, they shall be surrendered immediately to the Secretary, and an equal number of new shares of non-transferable stock shall be issued in the name of the new stockholder. Shares of stock may not be transferred more than one time for any reason. Shares of stock may not be sold or transferred in any manner other than that outlined above. No person may hold or own more than ten (10) shares of stock in the Association at any time. Stock may not be transferred in amounts of less than five (5) certificates per transaction. Five (5) stock certificates is the minimum amount required for any transfer. It shall be the stockholder’s obligation to record all transfers of stock immediately with the Secretary.
Section Nine – Guests – The use of facilities and privileges of the Association property shall not extend to any persons except members and their guests and shall be subject to such regulations as the Board of Directors may prescribe.
ARTICLE VII-
Fees, Dues, and Assessments:
Section One -- The Board of Directors shall have the power to fix the amount and terms of payment of all fees, dues, fines, assessments, guest fees, damages for destruction or abuse of Association property, and any other levies of general or special relation.
Section Two -- Indebtedness -- Whenever any member has become indebted to the Association for any sum so fixed, as hereinbefore provided, the Treasurer shall, at the end of thirty (30) days after such indebtedness became due and payable, send to the member so indebted a statement thereof, and if the same remains unpaid within fifteen (15) days following the mailing of said note, the Secretary shall post the member's name, together with the amount of such indebtedness, on the Bulletin Board of the Association, and at the same time notify the member of such posting and that unless the indebtedness is paid within ten (10) days thereafter that the membership shall be suspended. The Board of Directors shall then proceed to collect the indebtedness by suit or otherwise as it may deem proper. An indebted member will not be permitted admittance until outstanding fees have been paid to the Associaton.
Section Three -- Resignation and Refunds - Any member of the Association in good standing may withdraw at any time. In no event shall dues or assessments levied and paid be refunded, either in whole or in part; and if any such dues or assessments, though levied at the date of withdrawal, remain unpaid in whole or in part, such member shall not be restored to active membership until all indebtedness to the Association is fully paid, including dues and levies, if any, for the season current with his application for active membership. No dues or part thereof shall be refunded in the event that the pool operations are, for any reason, required to be suspended for any period.
ARTICLE VIII
Liability:
Section one -- Association -- Neither the Association nor its members shall be liable to any member or dependent or guest of any member for injury to the person or loss, damage, or theft of personal property, and the acceptance of membership in the Association and the use of its facilities shall be deemed to constitute a valid waiver by such person of any claims for such damage of loss arising from the premises operated by the Association.
Section Two -- Officers of the Association who may be subject to suit, by reasons of acts done in their official capacity or done by others under their official direction, shall be defended at the cost of the Association unless it appears that such officer, in performing or directing the performance of such acts, was guilty of gross negligence or willful and reckless misconduct, in which case the Board of Directors shall determine whether or not he should be so defended.
ARTICLE IX
These By-Laws may be altered or amended at any annual or special meeting of the Association by affirmative vote of two-thirds (2/3) of the eligible voters at such meeting, provided that written notice of such special meeting and the proposed change, in the general form, must have been given to the membership by the Secretary, by mail at least five (5) days prior to such meeting and provided further that the quorum at such special meeting shall be twenty-five (25) eligible voters.
