KANAWHA RECREATION ASSOCIATION
AMENDED AND RESTATED OCTOBER 14, 2004
ARTICLE I – MEMBERSHIP
Section 1. (a) Membership in the Association shall be limited to individual members of families residing within the geographical limits prescribed by the Board of Directors (the “Board”) at the time of their acceptance as members. Applicants for membership shall become members of the Association following approval of their application for membership by a majority vote of the Board.
(b) A family shall include the following individuals: a single adult person or a husband and wife and any of his/her/their dependent children who are under the age of 21 or are full-time students under the age of 25 and any other person who is totally dependent upon such adult person or husband and wife for support and maintenance. Each such individual so included in the family shall be a member of the Association and shall be entitled to the use and enjoyment of the facilities of the Association, subject to the provisions hereof and the rules of the Association adopted pursuant hereto. The foregoing members shall constitute the class of members designated as regular members. Except as expressly provided otherwise, the references herein to members shall refer to regular members.
(c) The head of each family in whose name the membership is registered and his or her spouse residing at the same address shall each be entitled to vote on behalf of the members of the family, subject to and in accordance with the provisions herein. Such head of the family and his or her spouse residing at the same address are referred to herein as the active members. Active members shall have the right to vote upon the election of Directors as provided herein, any proposed amendments to the Articles of Incorporation, any proposed merger or consolidation with any other corporation, any proposed plan of dissolution, and any matter for which the approval of the active members is required hereunder or which may be referred to them by the Board for action.
(d) By March 1 of the year following the year in which a dependent loses his or her membership under one of the categories in (b) above, he or she shall have the right to become an immediate member of the Association, provided he or she makes application by March 1 of the year following the year in which he or she loses his or her eligibility and satisfies all other requirements for membership in the Association, including the payment of annual dues, any special assessments then due, and initiation fees.
(e) In the event active members become divorced, they shall immediately notify the Board in writing as to which spouse shall retain membership in the Association. The other spouse shall have the right to become an immediate member, provided he or she makes application by March 1 of the year following the year in which the final divorce is obtained and
satisfies all other requirements for membership in the Association, including the payment of annual dues, any special assessments then due, and initiation fees.
Section 2. The number of members in the Association shall be limited as shall be determined by the Board to be in the best interest of the Association.
Section 3. (a) The annual dues, special assessments, initiation fees, and late charges of the Association shall be determined by the Board. The amounts of the annual dues, special assessments, and initiation fees may vary for such different categories of families and for such different usages of the facilities as the Board may determine.
(b) Annual dues shall be due and payable on or before March 1 of each year (or such other date or dates as the Board shall determine) for that calendar year. Any special assessment shall be due and payable on such date as the Board shall determine.
(c) Annual dues and special assessments paid within 12 calendar days after the due date shall be assessed a late charge.
(d) If the annual dues or special assessments are not paid within 12 calendar days after the due date, such annual dues or special assessments will be considered delinquent, and the members failing to so pay their annual dues or special assessments will be dropped from the membership as provided in Article III, Section 11(b), except as described in that Article.
Section 4. Members may be suspended or expelled as provided in Article III, Section 11(b), and shall not upon such suspension or expulsion be entitled to the return of any portion of the annual dues or any special assessments paid. No member shall be deemed to be in good standing who is delinquent in the payment of annual dues or special assessments or who is then under suspension. While under suspension, a member shall not use any facilities of the Association.
Section 5. Members may resign by tendering a resignation in writing to the Secretary of the Association. Resignation shall not entitle such resigning member to a return of any portion of annual dues or special assessments paid, except that the Board may in its discretion return all or any part of the annual dues or special assessments paid by such resigning member.
Section 6. Membership Categories. Currently, there are four membership categories as set forth in the ByLaws:
1. 1. Full or Family Membership.
2. 2. Senior Membership: one household member needs to be 60 years old or older.
3. 3. August Membership: for persons on the KRA waiting list. They can pay an amount (usually equal to about 1/3 of annual dues) in order to use the facilities during the month of August. (See below)
4. 4. Honorary Membership: An Honorary Member is a person who has (1) been a KRA member for more than twenty years and is over the age of 75 or (2) been a
member for forty years or more. Honorary Members and their spouse pay no dues
and have full membership privileges except for the right to vote on Association
matters. August Members: Families who apply for admission as members and are eligible for membership hereunder may be admitted as August members upon approval of a majority of the Board. The membership of August members shall commence on August 1 and shall end on the first Monday in September in the year of their admission. August members shall have the right to use the facilities of the Association from August 1 through the first Monday in September in the year of their admission, subject to the provisions of Section 4 of this Article and Section 11(b) of Article III and subject to the rules of the Association adopted pursuant hereto, but shall not have any other rights or privileges (including, without limitation, the right to vote) of members of the Association. The dues for August members shall be determined by the Board and shall be due and payable on or before August 1 (or such other date as the Board may determine) in the year of their admission. The Board shall establish the number of August members to be admitted in any year.
ARTICLE II – MEETING OF MEMBERS
Section 1. The Annual Meeting of the Association shall be held during the month of October each year on such day and at such time as shall be fixed by the Board and at such place as shall be determined by the Board and set forth in notice of the Annual Meeting.
Section 2. Special meetings of the members may be called at any time by the President or the Board or shall be called by the Secretary upon the receipt of a petition signed by one-third of the active members entitled to vote as prescribed in Section 5 of this Article.
Section 3. The Board may fix the record date for determining the active members entitled to notice of and to vote at any meeting of the members, which record date shall be no more than 70 days before the meeting. If not so fixed by the Board, the record date shall be the close of business on the day before the effective date (as determined by Virginia law) of the notice of the meeting to the active members.
Section 4. Except as otherwise required by law, written notice of the date, time and place of each meeting of the Association shall be given, either personally or by mail, to the active members at least 10 days, but no more than 60 days, prior to the date of the meeting addressed to the active members at their addressed shown upon the records of the Association.
Section 5. Each active member shall be entitled to one vote at the meetings of the Association, provided such active member is in good standing at the time of such meeting. Active members shall not be entitled to vote by proxy.
Section 6. A quorum at any meeting shall consist of 25 active members entitled to vote at the meeting. Once an active member who is entitled to vote at the meeting is present at the meeting, he or she is deemed to be present for quorum purposes for the remainder of the meeting. If a quorum is present at the meeting, the affirmative vote of a majority of the active members present at the meeting and entitled to vote shall be the act of the membership.
ARTICLE III – BOARD OF DIRECTORS
Section 1. The Board shall consist of twelve (12) elected Directors as provided in Section 4 of this Article and the Immediate Past President (“IPP”), subject to Section 2 hereafter.
Section 2. The IPP shall serve under the following conditions:
�.(a) The IPP shall serve for a term of one (1) year following the end of his or her term as President. This position as the thirteenth (13th) member of the Board shall not be available to the IPP in the event that he or she serves as President of the Association during his or her first or second year term on the Board. The IPP serving as the thirteenth (13th) member of the Board is to provide continuity of administration in the event that the term as President ends on the third year of his or her term as President.
�.(b) Any IPP serving on the Board shall have the same voting rights and privileges and shall be subject to all other obligations affecting any elected members of the Board.
�.(c) In the event the IPP is unable to serve on the Board following his or her term as President for any reason, the position shall remain vacant and the Board shall function as a twelve (12) member elected board.
Section 3. The terms of the Directors shall be staggered with the terms of four (4) Directors expiring each year and four (4) Directors being elected each year to succeed those Directors whose terms are expiring.
Section 4. At each Annual Meeting, four (4) Directors shall be elected for terms of three (3) years, or until their successors have been elected, to succeed those Directors whose terms expire in that year. Only active members in good standing shall be eligible to serve as Directors.
Section 5. (a) Regular meetings of the Board shall be held each month on such day and at such time and place as the President or Board by resolution may designate, provided that the President may determine not to hold a regular meeting in any month when deemed by him or her not to be necessary for the conduct of the operations of the Association.
(b) Special meetings of the Board may be called by the President and shall be called by the Secretary upon the receipt of a written request signed by a majority of the Board. Notice of a special meeting shall be given orally or in writing to the Directors at least 24 hours prior to the date and time of such meeting.
Section 6. A majority of the Board shall constitute a quorum for the transaction of business. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present shall be the act of the Board; provided, however, that if all of the Directors shall severally or collectively consent in writing to any action to be taken by the Board, such action shall be valid as though it had been authorized at a meeting of the Board.
Section 7. Any vacancy in the Board shall be filled by the remaining Directors. The term of a Director filling any such vacancy shall continue until the next succeeding meeting of the members of the Association at which Directors are elected. At such meeting, a Director shall be elected to fill any remaining term of such vacancy.
Section 8. Meetings of the Board shall be presided over by the President, or in his or her absence, the Vice President. If neither the President nor Vice President is present, the Directors present at the meeting shall elect a presiding officer for such meeting. The Secretary, or in his or her absence, a Director appointed by the presiding officer, shall record minutes of the meetings of the Board.
Section 9. The Board shall have the power to make, authorize and enter into all purchases and other transactions necessary or desirable for the operation of the Association and to employ, or authorize the employment of, all employees of the Association and to fix their compensation, and to do or cause to be done all other things necessary for the operation and maintenance of the Association.
Section 10. The Board shall have the power to borrow, from members of the Association or other parties, necessary funds for acquiring, constructing and maintaining the Association’s property and facilities and for its operating expenses. The amounts, terms and conditions of such borrowings shall be determined by the Board; provided, however, that the Board shall not mortgage or hypothecate in any manner whatsoever any of the Association’s real property or improvements thereon without the approval of the membership given by majority vote of the active members present and eligible to vote at an Annual Meeting or Special Meeting.
Section 11. (a) The Board shall prescribe rules for the use and operation of the Association’s facilities and perform such other duties not expressly prohibited herein as the Board, in its discretion, may deem to be in the best interests of the Association.
(b) Members whose annual dues or special assessments are delinquent shall automatically be dropped from membership. However, the Board may, in its discretion, extend the time of payment of annual dues or special assessments or members where such action may appear to the Board to be fair and proper. Further, in case of infraction of any by-law or rule of the Association, or in the case of misconduct on the part of any member or any August member which may affect or has affected adversely the good order, welfare or character of the Association or the condition or enjoyment of its facilities, the Board may expel such member or his or her family from the Association or suspend such member or his or her family from any or all privileges of membership for such time as the Board shall in its discretion deem to be appropriate.
Section 12. The Board shall report to the members at each Annual Meeting on the financial condition of the Association and such other matters as the Board shall deem appropriate.
Section 13. The Board shall have the power to direct and supervise all committees and to repeal or amend any rules or regulations prescribed by any committee.
Section 14. The Board shall secure the fidelity of the Treasurer and President of the Association and may secure the fidelity of other officers or employees by bond or otherwise and in such amount an on such terms as the Board shall deem proper.
Section 15. The Board may require an audit to be made of the accounts of the Association for each calendar year by an auditing committee appointed from the membership or by independent accountants engaged by the Board for that purpose.
Section 16. Each current and former Director and officer of the Association shall be indemnified by the Association in the manner and to the extent provided by Section 13.1-875 through 13.1-883 of the Code of Virginia, as the same may be amended from time to time, or the corresponding provisions of any future sections of the Code of Virginia providing for such indemnification.
Section 17. The Board shall secure for the protection of the Association public liability and property damage insurance and such other forms of insurance of such types and coverages and in such amounts as the Board may deem advisable to insure the property and operations of the Association.
ARTICLE IV – THE OFFICERS
Section 1. The officers of the Association shall consist of a President, a Treasurer, a Secretary, an Association Activities Director, and a Bookkeeper and Assistant Treasurer.
Section 2. The officers of the Association shall be elected by the Board as soon as practical after the Annual Meeting of the Association. The officers shall serve a term of one (1) year or until their successors are elected by the Board. Any vacancies among the officers shall be filled for the unexpired term of office by the Board. The Board may remove any officer at any time with or without cause.
Section 3. The President shall have the responsibility of presiding over all meetings of the Board and the membership. He shall have the authority to sign all contracts, instruments, documents and other papers relating to the affairs of the Association. He shall make all appointments to committees, subject to confirmation by the Board, and shall perform all other acts properly belonging to his office, including executive supervision of all activities of the Association and its employees.
Section 4. The Vice President shall assume the full responsibilities, duties and obligations of the President during the absence of the President.
Section 5. The Secretary shall make and keep minutes of all meetings of the Board and the membership, shall maintain a membership record containing the names and addresses of each member, shall attest signatures of the officers of the corporation when required on contracts, instruments, documents and other papers relating to the affairs of the Association, shall have custody of the corporate seal, and shall perform all other functions normally involving such office.
Section 6. The Treasurer shall monitor the financial transactions of the Association and shall be prepared to render an accounting at any meeting of the membership or the Board, shall have the authority to sign checks on approved billings and vouchers (such checks to be countersigned by the President, Vice President or other Directors or Directors as the Board may authorize), shall maintain such other records as may be required by the Board, and shall perform all other functions normally involving such office.
Section 7. The Association Activities Director shall tend to the day-to-day management of the Association’s facilities and staff, shall administer the policies and rules of the Association, and shall perform such other functions as may be delegated or assigned by the Board.
Section 8. The Bookkeeper and Assistant Treasurer shall handle bank accounts, shall deposit receipts and make disbursements, shall be responsible for the payroll and related accounts, shall assist the Secretary in maintaining membership records, shall maintain dues records, shall provide such statements and reports as the Treasurer may require, shall assist in preparation of audits, and shall perform such other functions as may be delegated or assigned by the Board.
ARTICLE V – COMMITTEES
Section 1. The President may from time to time, with the approval of a majority of the Board, create such committees as he may deem appropriate and appoint members of the Board to serve on such committee.
Section 2. The President, with the approval of a majority of the Board, may appoint members of the Board to serve on a nominating committee to nominate a slate of Directors for election at the Annual Meeting.
ARTICLE VI – FISCAL YEAR
Section 1. The fiscal year of the Association shall begin on January 1 and end on December 31 of each calendar year.
ARTICLE VII – AMENDMENTS
Section 1. The Board shall have the power to make and amend by-laws, but the bylaws so made or amended by the Board may be amended or repealed by the members at an Annual Meeting or Special Meeting.