Updated as of May 14, 2011

BY-LAWS OF THE OLD GEORGETOWN CLUB, INC.

ARTICLE I

A. Name

The name of the Club shall be the Old Georgetown Club, Inc.

ARTICLE II

A. Purpose

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.

ARTICLE III

A. Organization

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.

ARTICLE IV

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:

   i. President

   ii. Vice President

   iii. Secretary

   iv. Treasurer

   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

regulations.

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

as follows:

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.

B. Meetings

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.

ARTICLE V

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

team activities.

Section 11. The Board, may create such other offices as may be necessary and appoint one or more

persons to such office.

ARTICLE VI

A. Members

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

thereof.

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

premises.

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.

ARTICLE VII

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

order:

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.

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

reimbursement.

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.

ARTICLE VIII

A. Meetings

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

transacted thereafter.

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

the Board.

ARTICLE IX

Nominations

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

nominations.

ARTICLE X