SARATOGA RECREATION GROUP, INC.
July 11, 2013
SARATOGA RECREATION GROUP, INC.
The name of the organization is Saratoga Recreation Group, Inc. ("SRG"). The organization is organized in accordance with the Virginia Nonstock Corporation Act, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office.
ARTTICLE I: MEETINGS
Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by a vote of the board.
Section 2. Special Meetings. Special meetings may be requested by the Board of Directors.
Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting if the agenda is to include changes to the board membership or budget changes. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid. Notification of monthly meetings may be made via or email or set at a previous meeting.
Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice.
Section 5. Quorum. A majority of the directors shall constitute a quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.
Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.
ARTICLE II: DIRECTORS
Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of at most 7 directors. If in the case there are not sufficient numbers of volunteers to serve on the board, the number of directors will be determined by the outgoing board prior to the annual election.
Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of one year, or until a successor has been elected and qualified.
Section 3. Quorum. A majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Regular Meeting. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. Special Meeting. Special meetings may be requested by two directors by providing five days' written notice by ordi nary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.
Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A member of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.
Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.
Section 9. Removal I Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. The Board of Directors shall have the power to remove an officer or agent of the organization by two-thirds (2/3) vote. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.
Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.
ARTICLE Ill: Duties and Responsibilities
Section 1. Officers. The Treasurer and the Secretary are the only official positions assigned to board members because of Commonwealth registration requirements.
a. Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.
b. Treasurer. The Treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of corporate finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.
Section 2. Informal Positions. Other duties and responsibilities are required to effectively operate a successful pool. These positions may be created by the board but are not a requirement of Board Membership.
ARTICLE IV: CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the Chief Executive Officer, Chief Operating Officer, the Secretary and the Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the Secretary with approval by the Board. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.
ARTICLE V: AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.
ARTICLE VI: INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or
officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).
ARTICLE VII: DISSOLUTION
The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:
All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the Board of Directors.