These bylaws were approved at the RMRA General Membership meeting on February 15, 2000 and were in effect until modified at the RMRA General Membership meeting on March 5, 2002.
RUNNING MAN RECREATION ASSOCIATION, INC.
A Virginia non-stock corporation
P.O. Box 2292, Poquoson, VA 23662-0292
SECTION 1. OFFICES
The principal office shall be located at 800 Running Man Trail in York County, Virginia 23693. The Corporation may have such other offices and places of business as the directors may determine from time to time.
SECTION 2. MEMBERSHIP
There shall be one class of members, all of which are voting members. Initially the Board may admit three hundred (300) members. From time to time the Board may elect to increase or decrease the total number of authorized members.
The Board of Directors shall, based upon recommendations from the Membership Committee, establish certain standards and procedures for selecting and approving new members. Upon request of any person, the Board or its designee must publish and distribute to such person a copy of the standards and procedures then-in effect.
Until such requirements are amended by the Board of Directors by 2/3 vote of the directors, prospective members must meet the following requirements before they may be offered membership:
Note: Membership includes all persons residing in the home of the applicant member.
Once membership has been extended, membership shall continue until the member fails or refuses to pay their annual membership fees or their membership is terminated for cause, including but not limited to violation of one or more rules or regulations governing the operation of the facilities.
Memberships are transferable and may be conveyed with real estate located in Running Man or sold to another Running Man resident. Resigning members must notify the Board at least ninety (90) days in advance. Once notified the Finance Committee shall evaluate the financial condition of the Corporation to determine whether or not the Corporation is able to refund all or any portion of the members subscription fee. However, no part of these Bylaws shall be construed to require the Corporation to refund any portion of the subscription fee. Under no circumstances shall the Board refund more money than was received from the members subscription fee.
SECTION 3. ANNUAL MEETING OF THE MEMBERS
The annual meeting of the Corporation shall be held in the principal office of the Corporation each year on the first Monday of the month in which the company's annual report is due to be filed with the State Corporation Commission or at such other time and place as the officers and directors shall designate by proper notice to the members.
SECTION 4. SPECIAL MEETINGS OF THE MEMBERS
Special meetings of the members for any purpose or purposes may be called by the President, and must be called by him or her on receipt of a written request from twenty-five (25) members in good standing.
SECTION 5. NOTICE OF ANNUAL OR SPECIAL MEETINGS OF THE MEMBERS
Notice of the annual meeting or of a special meeting, stating the time, place and purpose or purposes thereof shall be given to each member not less than ten (10) nor more than forty (40) days prior to the meeting. Meeting notification shall include announcement of proposed Bylaw amendments, annual budget or dues adjustments, or special assessments. Proxy forms shall be distributed with announcement material.
SECTION 6. QUORUM - MEMBERS
At any meeting of the members, a quorum shall be established by all of the members in attendance at any given meeting.
SECTION 7. VOTING BY MEMBERS
At each meeting of the members every membership in good standing may vote in person or by proxy and each membership shall have one vote.
SECTION 8. NUMBER OF DIRECTORS, TENURE, VACANCIES
The business and affairs of the Corporation shall be managed and controlled by a Board of Directors comprised of not more than ten (10) directors, eight (8) of whom shall be elected annually by the members at the annual meeting. The remaining two director shall be appointed, one each, by Running Man III Development Corporation and the Running Man Community Association. Directors shall serve staggered two year terms.
So long as Running Man III Development Corporation continues to own one or more lots or homes in section 7A, 7B, 7C or 7D of Running Man, Running Man III Development Corporation shall be entitled to select one director to serve on the board. Once the final lot is sold, Running Man III Development Corporation shall lose its right and privilege to serve on the board and the remaining board of directors shall deem the seat vacant and elect a new director in accordance with the procedures described herein.
The Running Man Community Association shall have the right to appoint a non-voting member to the Board of Directors. This director shall serve in a liaison role to the RMRA Board. Likewise, the RMRA Board shall appoint a Director to serve as liaison to the RMCA Board. He or she will attend the regularly scheduled meetings of the RMCA Board and report on affairs of mutual interest.
At the first annual meeting of the members following incorporation, the directors shall be elected by the membership body. The highest four (4) electees shall serve an initial two year term while the remaining persons elected as directors shall serve an initial one year term. All terms of directors are staggered, two year terms.
Each director shall hold office until the election of his or her successor. Any director may resign at any time. Vacancies occurring among the directors may be filled by the directors through appointment.
SECTION 9. REGULAR MEETING OF THE BOARD
Immediately after each annual election of the directors, the newly elected directors may meet forthwith at the principal office of the Corporation for the purpose of organization and the transaction of other business; if a quorum of the directors be then present no prior notice of such meeting shall be required. Other regular meetings of the board may be held at such times and places as the directors may determine.
Regular meetings of the directors shall be held each year in January, April, May, June, July, August, September, and October. At these meetings the directors may conduct any business that properly comes before the board.
SECTION 10. SPECIAL MEETINGS OF THE BOARD
Special meetings of the directors may be called by the President and must be called at the written request of two (2) members of the Board.
SECTION 11. NOTICE OF SPECIAL MEETINGS OF THE BOARD
Notice of a special meeting shall be given to each director at least five (5) days prior to the date of the meeting, but such notice may be waived in writing at any time.
SECTION 12. QUORUM BOARD ACTION
A majority of the directors shall constitute a quorum of the Board. Once obtained a quorum may not be broken.
SECTION 13. TERMINATION FOR CAUSE DIRECTOR(S)
A director may be removed by the remaining directors for good cause shown, which shall include but not be limited to failure of a director to attend three (3) or more directors meetings in any given twelve month period.
SECTION 14. OFFICERS
The officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, who shall be elected annually by the directors. All vacancies occurring among any of the above officers shall be filled by the directors. Any officer may be removed at any time by the affirmative vote of a majority of the members at a special meeting of the members called for that purpose.
SECTION 15. SUBORDINATE OFFICERS
The board may appoint such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may engage the services of such professionals as it may deem necessary.
SECTION 16. THE PRESIDENT
The President shall preside at all meetings of the members and directors. The President shall have general management and control of the business affairs of the Corporation. The President may not serve more than three (3) consecutive years. The President must cosign on all checks of the Corporation.
SECTION 17. THE VICE PRESIDENT
The Vice President shall preside at any meeting of the members and directors at which the President is unable or unwilling to so preside. The Vice President shall serve as the Chair of the Finance Committee. If the President is unavailable to cosign checks, then the Vice President may do so.
SECTION 18. THE SECRETARY
The Secretary shall keep the minutes of all proceedings of the directors and the members; he or she shall attend to the giving and serving of all notices to the members and directors, or other notices required by law or these Bylaws; he or she shall affix the seal of the Corporation to deeds, contracts, and other instruments in writing requiring a seal, when duly signed; he or she shall have charge of such books and papers as the Board may direct, and he or she shall perform all other duties incident to the office of Secretary. The Secretary in concert with the Membership Committee shall also keep and maintain a ledger or other accurate and updated listing of all of the members of the Corporation and their official address of record.
SECTION 19. THE TREASURER
The Treasurer shall maintain all financial records and accounts of the Corporation. The Treasurer shall have the authority to co-sign with the President or Vice President all checks of the Corporation to ensure that all bills of the Corporation are paid in a timely manner. The Treasurer shall have such additional duties as may be incident to the office of Treasurer.
SECTION 20. STANDING COMMITTEES
The Corporation shall perpetually maintain several committees that are important to the efficient operation of the Corporation. The chair of each standing committee must be a director of the Corporation. However, the Chair may select and recruit from members and non-members to serve on the committee. No formal election is required.
From time to time the Board of Directors may establish one or more standing committees. Below are the initial standing committees of the Corporation.
SECTION 21. SALARIES
The salaries, if any, of all officers shall be fixed by the Board of Directors.
SECTION 22. PROXIES
Directors may vote by written proxy at any meeting of the Board of Directors. A written proxy submitted by a director shall count towards the minimum number required for a quorum at any meeting. Likewise, members may exercise their right to vote by proxy at any general membership meeting.
SECTION 23. TELEPHONE CONFERENCE MEETINGS
The Board of Directors may conduct a meeting by use of telephone conference or any other means by which the directors participating may simultaneously communicate with each other. A director participating shall be deemed to be present in person.
SECTION 24. SEAL
The directors shall provide a suitable Corporate seal which shall be in the charge of the Secretary and shall be used as authorized by the directors.
SECTION 25. DEPOSITORIES
The funds of the Corporation shall be deposited in such Bank or trust company, and checks drawn against such funds shall be signed in such manner, as may be determined from time to time by the directors.
SECTION 26. NOTICE AND WAIVER OF NOTICE
Any notice required or permitted to be given by these Bylaws may be given by mailing the item or by hand delivering the same to the member or the member's residence. Any notice required by these Bylaws to be given may be waived by the person entitled to such notice.
SECTION 27. ACTION IN LIEU OF MEETINGS
Any action required or permitted by these Bylaws to be taken at a members' meeting or a Board of Directors' meeting, may be taken without such meeting by executing a unanimous written consent.
SECTION 28. EQUAL OPPORTUNITY
The Corporation shall not discriminate against any person or entity on the basis of race, color, religion, sex or national origin.
SECTION 29. POWERS OF DIRECTORS TO AMEND, ETC.
The Board of Directors has no power to make, amend or repeal the Bylaws of the Corporation.
SECTION 30. POWER OF MEMBERS TO AMEND, ASSESS, ETC.
The members may make, alter, amend and repeal the Bylaws of the Corporation at any annual meeting or at a special meeting called for this purpose. Amendments directly affecting the terms or conditions of membership, annual dues, or special assessments must be approved by a majority of the members present at any meeting, provided that such majority numbers at least thirty five (35) or more members (including proxies).
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