Old Georgetown Swim and Tennis Club: Pool By-Laws
Updated as of May 14, 2011
BY-LAWS OF THE OLD GEORGETOWN CLUB, INC.
The name of the Club shall be the Old Georgetown Club, Inc.
The purpose for which this club is formed is to promote the health and general welfare of its members,
and in pursuance thereof, to construct, own and operation a swimming pool and other recreational
facilities, and to take such other actions as are appropriate in the conduct of its activities in the County of
Montgomery and State of Maryland for the use of its members and their families and friends.
The club is a seasonal, social and recreational facility but may be used year-around at the discretion of
the Board consistent with local, state and Federal rules, laws and regulations.
Section 1. There shall be a Board of Directors of nine members elected by the active members of the
Club. Past Presidents of the Club whose terms as Directors have expired shall also be ex officio
members of the Board of Directors but shall not be entitled to vote at its meetings.
Section 2. At the first election three Directors shall be elected for a term of one year, three for a term of
two years, and three for a term of three years. At each Annual Meeting of the Club thereafter three
Directors shall be elected from among the active membership of the Club for a term of three years or until
their successors have been chosen.
Section 3. Any member of the Board of Directors who shall cease to hold an active membership in the
Club automatically shall cease to be a member of the Board of Directors. Any Board member who is
absent from three consecutive meetings of the Board without reasonable cause or who fails to make
payment of membership dues in accordance with these bylaws shall cease to be a member of the Board.
A. Duties of the Board of Directors
Section 1. Consistent with these By-laws and such additional policies as the membership by resolution
adopt, the Board of Directors shall:
a. Transact all business necessary to the proper and efficient management of the Club. It may appoint
and remove such clerks, agents, servants or employees as it may deem necessary and may fix their
duties and compensations.
b. Elect new members, both active and temporary.
c. Elect from the Board of Directors the following members, all of whom shall serve without
compensation, except as provided under Article IV, Section 7:
ii. Vice President
v. Director of Facility Operations
vi. Director of Membership
vii. Director of Information Technology
viii. Director of Social Events
ix. Director of Swim/Dive/Tennis Teams
d. Fill any vacancy in the membership of the Board of Directors to serve until the next Annual Meeting of
the members of the Club at which the vacancy shall be filled.
e. Constitute and appoint all committees and define the powers and duties of the same.
f. Fix the terms and conditions upon which guests of members may use the facilities of the Club.
g. Perform such other duties as are assigned to it in these By-Laws.
Section 2. The Board of Directors shall designate the bank or banks in which the funds of the Club shall
be deposited and determine the manner in which checks, drafts, and other instruments of the Club shall
be executed. However, the Board of Directors shall always require that two officers of the Club sign all
such checks, drafts or other instruments for payment of money drawn in the name of the Club.
Section 3. The Board of Directors shall cause the books of the Club to be audited annually, by a
competent entity selected by the Board of Directors, who shall neither be Directors nor officers of the
Club, and the report of the auditors shall be available to the members at all times.
Section 4. All powers, authority, duties and functions of the members, Board and employees shall be
exercised in strict conformity with applicable provisions of Law, Bylaws, Policies and Procedures and
Section 5. A Reserve Fund of a minimum of Ten Thousand Dollars ($10,000) shall be maintained for
unanticipated repairs or obligations whose cost exceeds the amount set aside in the annual budget for
such repairs or obligations. This Reserve Fund may not be used in connection with any expansion or
improvement of pool facilities. When any portion of this Reserve Fund is used, the Board of Directors
shall determine the appropriate means for its replacement.
Section 6. The Board of Directors shall authorize expenditures of funds as approved in the budgets and
a. For amounts up to and not exceeding One Thousand Dollars ($1,000) to be paid upon invoice by
those so authorized by the Board of Directors.
b. For amounts over One Thousand Dollars ($1,000), to be subject to prior approval of a quorum of the
Board of Directors.
c. Any contract over One Thousand Dollars ($1,000) shall require the signature of at least two officers
of the Club, one of which must be the Treasurer or the President.
Section 7. Because of the considerable time commitment and amount of work associated with their
Board duties and to attract members to participate on the Board, a discounted membership fee may be
offered to a Board member only after successfully serving each consecutive years on the Board, annually.
Said written determination of fulfillment of Board duties will be available for review by the membership.
Discounted rates may also be offered to volunteer Team Representatives, and or other full privilege
member volunteers based on their contributions to the Club.
Section 1. The Board of Directors shall meet at least once a month in Montgomery County , Maryland,
during the months of March, April, May, June, July, August, and September and at such other times and
intervals as they may deem necessary.
Section 2. Six members of the board shall constitute a quorum. Except as otherwise provided in these
By-Laws, a majority of those present must concur in all actions.
Section 3. Meetings may be held, in person, via teleconference and/or by other electronic means at the
discretion of the Board. Any electronic voting must be maintained by the Secretary or Board using a
verifiable e-mail address.
Section 4. Nothing in these By-Laws shall be construed to permit the Board of Directors to borrow or
pledge the credit of the Club without the specific approval of the Club membership at a duly held meeting
of the members of the Club.
Section 5. Any member of the Board of Directors may be removed from office by a majority vote to the
members present in person or represented by proxy, excluding abstentions, at either an Annual Meeting
of the members of the Club called in accordance with these By-Laws.
Section 6. Minutes of meetings of the Board of Directors describing all decisions having financial impact
on the Club, shall be made available by the secretary upon member request. Additionally, each board
member shall summarize annual results for their area of oversight into an annual report, to include annual
financials, and be electronically provided to members before the annual open meeting.
Officers and Other Board Member Responsibilities
Section 1. The officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer.
The President, Vice President, Secretary and Treasurer shall be elected annually by the Board of
Directors from among its members. The President must have served one year as a Director and may not
serve successive terms.
Section 2. The President shall be the chief executive officer of the Club, and shall preside at meetings of
the Club and of the Board of Director. the President shall make an annual report to the members of the
Club of the Club activities of the preceding year.
Section 3. The Vice President, in absence or disability of the President, shall act in his stead.
Section 4. The Secretary shall send out the notices of the meetings of the members of the Club and of
the Board of Directors, keep the minutes, and attend to the correspondence pertaining to his office. He
shall perform such other duties pertaining to his office as may be asked of him by the Board of Directors.
Section 5. The Treasurer shall attend to and/or ensure the effective keeping of the accounts of the Club,
collecting its revenues, and paying its bills as approved by the Board of Directors or other agency
authorized by the Club to incur them. He/She shall deposit funds of the Club received by him/her, in the
name of the Club in such depository as may be authorized by the Board. He/She shall perform such
other duties pertaining to his office as may be asked of him by the Board of Directors. He/She shall be
bonded for a sum determined by the Board.
Section 6. The Director of Facility Operations, in the absence or disability of the President and Vice
President, shall act for the President. The Director of Facility shall, under the direction of the President,
attend to the operation and maintenance of the physical plant of the Club, and and shall be Chairperson
of the Pool and Grounds Committee.
Section 7. The Director of Membership shall be responsible for the overseeing of the administration of
the membership. This includes being responsible for overseeing the preparation of all forms/flyers for
membership application, notice of dues, membership drives and Club identification. Shall maintain and/or
ensure the maintenance of current rolls and keep accurate statistical records of memberships. Any
volunteer fee programs implemented will be run by the Direct of Membership.
Section 8. The Director of Information Technology shall be responsible for managing our website
technology, design, content and email communications to connect with members. Shall also oversee the
upkeep and maintenance of the Club web-site.
Section 9. The Director of Social Events shall organize and oversee all social events sponsored by the
Club. The Director of Social Events will solicit Club members to volunteer for the various Club social
events during the year and provide guidance and advice to the volunteers to ensure the Club is fostering
a community spirit across the membership.
Section 10. The Director of Swim/Dive/Tennis Teams shall manage and direct the Club’s teams to provide
a variety of activities for our young community. The Director will manage the budget and staffing, organize
team practices schedules, coordinate team competitions, and act as the liaison to the board regarding all
Section 11. The Board, may create such other offices as may be necessary and appoint one or more
persons to such office.
Section 1. Membership of this Club shall be available to all members of a family unit consisting of the
head of a household and resident members of the family. Furthermore, the original members of the
family unit remain indefinitely as members of that family unit regardless of residence. Except as
otherwise provided in these By-Laws, at the discretion of the Board of Directors, any other person
permanently residing with the family may be included as part of the family unit. In any family unit only the
head of the household or spouse may hold elective office. The type of membership shall be as follows:
a An Active member is an individual over three years of age, who has prepaid dues in accordance
with Article VII, Section 2, or who has made the payments required by Article VII, Section 3 and
paid annual dues for the current year. Such individuals forming a family unit are designated
hereafter collectively as the family unit. Each active member family unit or by his written proxy.
b. An Inactive member family unit consists of a family unit as described in subsection a of this section,
which, because of a change of residence, is unable to utilize the facilities of the Club; such inactive
status requires Board approval and may not exceed a period of one year unless extended beyond
said period at the discretion of the Board of Directors. Inactive member family units shall not be
entitled to vote.
c. A summer family unit consists of a family unit to which the Board accords the privilege of utilizing
the facilities of the Club for a period of one year. A summer family unit may be renewed by the
Board at the end of any year. A summer family unit is not entitled to vote.
Section 2. A membership waiting list shall be maintained at all times by the Director of Membership and
this list shall be available for inspection by any member of the Club upon request.
a. An applicant shall be considered admitted or accepted to active or summer membership upon
acceptance by the Board or Board Designee of the membership application, accompanied by the full
payment of all required fees.
Section 3. Any member of the Club may withdraw at any time subject to the provisions of Article VII, and
there shall be no refund of the current years dues except as may be provided otherwise by the Board,
and at their sole discretion.
Section 4. Any member may, for cause and after having been given reasonable notice in writing and
opportunity to respond, be suspended for a period not exceeding three weeks or permanently expelled by
a two-thirds vote of the members of the Board of Directors present at any meeting thereof. Cause for
suspension, or expulsion, shall in general consist of violation of these By-Laws or of the rules of the Club,
or of unbecoming conduct. Suspension and expulsion may be applied to a family unit or any member
a. The Board of Directors may delegate to an Administrative Committee, or to a responsible employee
or independent contractor of the Club, the power to suspend pool privileges of any member of a
family unit for the violation of the rules and regulations of the Club provided such suspension,
containing reason thereof, shall be subsequently submitted to the President or other Board officer
within forty-eight hours following the action.
b. Any member of the Board of Directors and/or designated employee or independent contractor may
require a family unit, single member and/or guest to leave the premises of the Club for any violation of
these bylaws, pool rules, unbecoming conduct or other law or regulation for a period of 24 hours. The
Board Member or designee must submit, in writing, detailed reasons for the action to the Board within
forty eight hours of the action.
Section 5. All members of the Club shall be accorded the facilities of the Club subject to the pool rules
and regulations which shall be adopted by the Board of Directors and posted at all times on Club
a A card or other notice shall be issued by the Director of Membership or designee, upon payment of
dues, to every family unit.
b. Except as otherwise provided in these By-Laws, on special occasions the Board of Directors at its
discretion may extend privileges of the Club to non-members.
c. Any property of the Club broken or damaged by a member or his guest can have no claim against the
Club, for the property of members, or any guest, which may be brought into or left in the Club
buildings or on the grounds,
d. At the sole discretion of the Board, any property of the Club broken or damaged deliberately or
carelessly by a member or His/Her guest shall be promptly paid for by such member. No person shall
remove any article belonging to the Club.
Section 6. The number of active family member units in the Club shall be established at three hundred
and may only be increased by a 2/3 vote of the Board of Directors if capacity and zoning allows to no
more than 400 family units.
Dues and Fees
Section 1. The Board, at its first or subsequent meeting after the annual meeting of the members of the
Club but before April 1st of each year, shall establish dues for memberships for the ensuing year.
a Dues shall be sufficient to provide for the necessary expenses of the Club and the proper
maintenance and improvements of its property, and such dues shall be payable as follows, unless
otherwise determined by the Board.
b Members are required to make full and timely payment of all dues for each year.
c. A penalty fee shall be added to the dues on active family units who do not remit payment to the Club
within fifteen days of the identified date.
d. Special payment arrangements can be made by contacting the Board, in writing, prior to the
identified date of payment for each year. Any special payment arrangements are determined solely at
the discretion of the Board.
e. No dues, nor part thereof, shall be refunded in the event that the pool operations are required to be
suspended for any period unless otherwise determined by the Board.
Section 2. Charter membership shall consist of those individuals who prior to May 15, 1956, have
obligated themselves to prepay dues in the amount of $250.00 per member family unit.
Section 3. On acceptance to active membership, each applicant family unit shall be required to pay an
initiation fee of not less than $1,000.00 which is not refundable, and the sum of $150.00 toward
capitalization of the Club which shall be refunded upon withdrawal, subject to Section 4 below.
Section 4. Upon withdrawal of a family unit from the Club, the capitalization deposit may be refunded
provided that such refunds shall be made only upon admission of a replacement family unit and based on
the amount paid for capitalization on record with the membership administrator.
Section 5. In the event of dissolution of the Club in any manner or for any reason, the property of the
Club shall be sold and the proceeds therefrom and other funds of the Club shall be paid in the following
a. To satisfy just debts and obligations other than unearned prepaid dues.
b. To refund to Charter member family units amount of unearned prepaid dues.
c. To refund all other member family units the amount provided for in Section 2 of this Article.d. Any balance of funds after the payment referred to in paragraphs a through c of this section shall be
paid pro rata to the active family units of the Club.
Section 6. Any member failing to pay dues or indebtedness after being notified, in writing, that, if such
indebtedness shall not be paid within fifteen calendar days thereafter, such shall constitute cause for
further suspension or expulsion pursuant to Article VI, Section 4.
Section 7. Upon cessation of membership for any cause, all indebtedness owing to the Club by a
member shall be a lien and charged against his unearned prepaid dues or other entitlement to
Section 8. No special assessment shall be levied upon the members without approval of a majority of
the members in good standing present at a meeting duly constituted. Due notice of any special meeting
must be contained in the notice of the meeting. Voting can be obtained through electronic proxy.
Section 9. OGC is a volunteer run club. Each member should contribute to the running of the club. If
volunteerism is waning, the Board may activate a volunteer assessment for members. Each member may
be assessed 2-6 hours of work as determined by the Board of Directors and presented at the annual
meeting, Volunteer sign ups would take place 30 days prior to the pool opening each year, and must be
performed between Memorial Day and Labor Day for that season. In lieu of all or part of the work
assessment, a member may make a cash payment to the Club at a rate, no more than $150, to be
determined yearly by the Board of Directors. Activation of such program will be presented to the
membership yearly at the annual meeting.
Section 1. The Annual Meeting of the Club shall be held between September 1-October 31 in each year at
such places as are reasonably convenient to the members of the Club in Montgomery County, Maryland.
a. The Annual Meeting shall be for the purpose of electing Directors, presenting reports, consideration
of the annual budget which shall be submitted by the Board, and for the transaction of such other
business as may be indicated in the notice or may be brought before it.
Section 2. Special meetings of the Club may be called by the Board of Directors. Also upon written
request of ten active members to the Secretary, stating the purpose therefore, a Special Meeting shall be
called by the Secretary within thirty days.
Section 3. Notice of the Annual Meeting shall be given by mail or e-mail to the members at least fifteen
days prior thereto. The notice of the Annual Meeting shall include the names of candidates nominated by
the Nominating Committee and those nominated as by Article IX, Section 2.
a. Special Meetings of the Club may be held on five days notice by mail or e-mail to all members. The
notice shall state the purpose for which the Special Meeting is called, and no other business shall be
Section 4. Voting may be viva voca, but ten members present in person shall have the right to demand
voting by roll call.
Section 5. Twenty voting members, present in person, shall constitute a quorum at all membership
meetings. In the event that a quorum is not present at a membership meeting, the Board at its option
may offer any business of that meeting requiring a vote of those present, to be voted upon by mail or email
using registered e-mail addresses.
Section 6. Whenever in these By-Laws notice to members is required, the mailing or e-mailing of such
notices to the last known address of the members shall constitute notice. It is the member's responsibility
to update the Club, in writing, of any change in address or e-mail address.
Section 7. The Board of Directors shall hold its first meeting following the Annual Meeting of the members
of the Club in each year as promptly as practical. The Board of Directors shall establish a schedule of its
meetings and rules for the conduct thereof. Minutes of all meetings of the Board shall be kept and shall
be made available for inspections by any member of the Club.
a. Special meetings of the Board of Directors may be called by the President upon reasonable notice to
all members of the Board and shall be called by the Secretary upon the request of two members of
Section 1. There shall be a Nominating Committee to be composed of five active members of the Club.
Three members shall be elected at the Annual Meeting of the Club; two shall be elected by the Board of
Directors, from among the Directors whose terms of office shall not expire at the ensuring Annual Meeting
of the Club. A vacancy occurring among the three members chosen by the Club shall be filled by the
remaining members or member so chosen. A vacancy occurring among the two members chosen by the
Directors shall be filled by the Directors.
The Nominating Committee shall nominate from among the active membership the candidates for the
vacancies in the Board of Directors to be filled at the Annual Meeting and three candidates for next year’s
Nominating Committee; and shall report such nominations to the Secretary on or before August 15 after
which date such nominations shall be made available to any member of the Club upon request.
Section 2. Additional nominations from among the active members of candidate for election at the Annual
Meeting may be made by a letter signed by fifteen active members, and delivered to the Secretary at
least twenty days before the Annual Meeting.
Section 3. Nominations may be made from the floor of the Annual Meeting.
Section 4. Written consent of all nominees to accept office shall be obtained in advance of the
Section 1. The standing committees shall be: Administrative, Membership and Nominating.
Section 2. Subject to the authority of the Board of Directors, Administrative Committee shall
exercise supervision over the pool and grounds, shall attend to the improvement and
maintenance of the pool, buildings, operating equipment, and grounds, and shall have authority
there-over; and shall see that the rules and regulations of the Club are enforced. The
Administrative Committee shall prepare the annual budget and shall report to the Board of
Section 3. The Membership Committee, in accordance with Article VI, Section 2, shall report to
the Board of Directors upon the desirability of applicants in membership.
Section 4. The Nominating Committee shall perform the functions specified in Article IX.
Section 1. Each person who acts as a Director or Officer of the Club shall be indemnified by the Club
against expenses actually and necessarily incurred by him in connection with the defense of any action,
suit, or proceeding in which he is made a party by reason of his being or having been a Director or Officer
of the Club, except in relation to matters as to which he shall be adjudged in such action, suit, or
proceeding to have acted outside the scope of his authority or be liable for gross negligence or willful
misconduct in the performance of his duties.
Section 2. The right of indemnification provided herein shall insure to each Director and Officer referred
to in these Bylaws. whether or not he is such Director or Officer at the time such costs or expenses are
imposed or incurred, and in the event of his death shall extend to his legal representatives.
Section 3. Any questions as to the meaning for proper interpretation of any of the provisions of these By-
Laws shall be determined by the Board of Directors.
Section 4. “Robert’s Rules of Order” shall be the parliamentary guide for proceedings of the Club except
when inconsistent with these By-Laws.
Section 5. These By-Laws may be amended by a two-thirds vote of the members present in person or
represented by proxy, excluding abstentions, at any meeting of the Club, provided that at least fifteen
days notice of the proposed amendment shall be given by mail to each active member of the Club prior to
the meeting at which the proposed amendment is to be considered.
Section 6. Private Parties shall be arranged through the pool manager on duty and will be first-come firstservebasis. Only Members in good standing can host private parties and make reservations for the useof the club facilities. Guests, (Non-members of OGC) are subject to a normal guest fee established by
the club. Requests for special events with numbers over 25 must be made in writing to the Board of the
Club for approval. These special event requests will be addressed at the next regularly scheduled
meeting or by email approval within the board members. The Board of Directors may establish a fee
including a clean-up deposit fee required by the Member who requested the party at the pool.
Section 7. Due to Swim or dive team or other Board approved events and Holidays, availability for party
reservations on weekends may be limited, but may be scheduled provided there is no conflict with other
club events. The Board through the pool manager will make the decision concerning those factors.