Approved & Updated April 4, 2022
Article I
NAME
The name of the corporation shall be Campus Cabana, Inc., hereafter referred to as the Corporation. The address shall be Providence Road and Southwick Drive, Towson, Maryland 21286.
Article II
The purpose for which this corporation is formed is to promote the education, health, and general welfare of the community by the development of community spirit and cooperation in providing an area for recreation and operating a swimming pool; together with such incidental objects as are appropriate in the conduct of its activities on a non-profit basis, in Baltimore County, State of Maryland.
Article III
GOVERNMENT
Section 1
The Corporation shall have a Board of Directors (the “Board”) consisting of twelve members, which shall be hereinafter referred to as the Board.
Section 2
At each Fall Meeting of Bondholders of the Corporation, one-third (1/3) of the Board shall be elected from among the Bondholders for a term of three (3) years.
Section 3
Any member of the Board who shall cease to be a Bondholder in the Corporation shall cease automatically to be a member of the Board.
Section 4
At least seven (7) members of the Board must be both residents and property owners of the community of Campus Hills, Cromwell Valley, or Breezewick, in Towson, Maryland.
Section 5
At least four (4) members of the Board must be both residents and property owners of the community of Campus Hills, in Towson, Maryland.
Article IV
BOARD OF DIRECTORS
Section 1
Consistent with these By-Laws, the Board shall:
a. Manage all property of the corporation and transact all of the Corporation’s business except that:
1. No single capital expenditure other than repairs and maintenance in order to keep the pool operational shall be made by the Board in excess of ten thousand dollars ($10,000.00) in any year unless approved by a vote of the majority of the Bondholders present in person or by proxy at any duly Constituted meeting. Any motion made for such expenditures in excess of ten thousand dollars ($10,000.00) may occur at any regular meeting and can be discussed, followed by notification of a future vote to all bondholders, with the vote on said motion to occur at the next scheduled meeting.
2. The Board shall not obligate the Corporation in any way for a period of more than one year without the approval of a majority of the Bondholders present in person or by proxy at any duly constituted meeting, other than execution of management contracts associated with pool operations.
3. No real property of said corporation shall be sold, mortgaged, pledged, or otherwise encumbered, except for trade or replacement in kind by the Board unless approved by a three fourths (3/4) vote of the Bondholders present in person or by proxy at a duly constituted meeting, called for that purpose.
4. No personal property of said corporation shall be sold, mortgaged, pledged, or otherwise encumbered, except for trade or replacement in kind by the Board unless approved by a majority of the Bondholders present in person or by proxy at a duly constituted meeting, called for that purpose.
b. Make and amend rules for the regulation of the use of the Corporation’s property. The Board may appoint and remove such officers, clerks, agents, servants, or employees as it may deem necessary and may affix their duties and compensations.
c. Approve members to the Corporation and issue bonds.
d. Fix and impose penalties for violations of these By-Laws and rules of the Corporation.
e. Elect from the Board: a President, Vice President (Administration); a Vice President (Operations); a Vice President (Membership); a Vice President (Finance); a Secretary; and a Treasurer, all of whom shall serve without compensation.
f. If necessary, create the offices of Assistant Secretary and Assistant Treasurer, and appoint one or more persons, not necessarily from the Board, to such offices.
g. Fill any vacancy in the membership of the Board to serve until the Fall Meeting.
Section 2
Corporation funds shall be handled in the following way:
a. The Corporation funds shall be deposited in a federally insured (or its equivalent) bank, savings and loan, or money market fund and the maximum amount in any account shall not exceed the current federal deposit insurance limits.
b. The Board shall determine the manner in which checks, drafts, and other instruments for the payment of funds of the Corporation shall be executed.
Section 3
Board Meetings
a. The Board shall meet at regular intervals from March through October, and at such times and intervals as necessary.
b. Two thirds (2/3) of the members of the Board shall constitute a quorum Majority vote determines all matters before the Board unless specified otherwise in these By-Laws.
Section 4
The Board shall cause the books of the Corporation to be examined annually by three Bondholder selected by the Board, who shall neither be Board member nor officers of the Corporation. The report of the examiners shall be available to the Bondholders at all times.
Section 5
In the event a question before the Board results in a tie vote which cannot be resolved, the question shall then be submitted to the Bondholders for decision, unless such question requires an emergency resolution in which case the President is empowered to resolve.
Section 6
Nothing in these By-Laws shall be construed to permit the Board to borrow or pledge the credit of the Corporation without the specific approval of the majority of the Bondholders at a duly held meeting.
Section 7
Any member of the Board may be removed from office by a majority vote of the Bondholders present in person or represented by proxy at any duly constituted meeting.
Section 8
At the Fall Meeting of the Bondholders, successors to the Board members whose terms expire in that year shall be elected for a term of three (3) years beginning at the date of the Fall Meeting.
Section 9
A list of Board members, officers, and committee chairmen will be sent to each Bondholder after the Fall Meeting.
Article V
OFFICERS AND RESPONSIBILITIES
Section 1
The officers of this Corporation shall be a President, a Vice President (Administration), a Vice President (Operations), a Vice President (Membership), a Vice President (Finance), a Secretary, a Treasurer, and if deemed necessary by the Board, an Assistant Secretary and an Assistant Treasurer. The President, Vice Presidents, Secretary, and Treasurer shall be elected annually by the Board from among its members at the first board meeting following the Fall Meeting, and shall hold office until the end of the first meeting of the Board following the Fall Meeting of the Bondholders. The Assistant Secretary and Treasurer, shall be appointed by the Board and hold office as its pleasure.
Section 2
The President shall preside at the meetings of the Corporation and shall have the general management and direction of the activities of the Corporation. The President shall appoint, subject to the confirmation of the Board, all standing and operating committees and chairpersons thereof. The President shall be ex-officio, a member of all committees and shall cast a vote in the general elections only in case of a tie.
Section 3
The Vice President (Administration), in the absence of the President, shall act in his stead. The Vice President (Admin) shall attend to insurance and legal matters, and the selection and chairmanship of the Nominating Committee.
Section 4
The Vice President (Operations), in the absence or disability of the President and Vice President (Administration) shall act for the President. The Vice President (Ops.) shall, under the direction of the President, attend to the operation and maintenance of the physical plant and properties of the Corporation, and be chairperson of-the Maintenance and Grounds Committee.
Section 5
The Vice President (Membership), in the absence or disability of the President Vice President (Administration), or VP (Operations), shall act for the President. The Vice President (Mem.) shall, under the direction of the President, attend to the operation of, and be chairperson of the Membership Committee.
Section 6
The Vice President (Finance) serves as Chairman of the Finance Committee and prepares the annual budget and executes general supervision over the financial operation of the Corporation.
Section 7
The Secretary shall send out the notices of the meetings of the Corporation and of the Board, keep the minutes, and attend to the correspondence pertaining to the office. The Secretary shall perform such duties pertaining to the office as may be asked by the Board.
Section 8
The Treasurer shall:
a. Attend to keeping the accounts of the Corporation, collecting its revenue, and paying its bills as approved by the Board or other agency authorized by the Board to incur them. The Treasurer shall deposit funds of the Corporation received by him/her, in the name of the Corporation, in such depository as may be authorized by the Board. The Treasurer shall perform such duties pertaining to the office as may be asked by the Board.
Article VI
MEMBERS
Section 1
Membership in this Corporation shall consist of:
Family units within which there shall be the following classes of members:
a. Bondholder – person(s) to whom bond is issued.
b. Dependent Member – Dependent child of Bondholder member.
c. Special Member – A dependent and other persons of the household of a Bondholder or a Charter Bondholder member who shall be approved by the Board on an annual basis.
d. Charter Bondholders – Original Bondholders carried over from the original Campus Cabana Club.
e. Charter Dependent – Dependent child of Charter Bondholder.
f. Lifetime Member – Original Founders and their families of Campus Cabana Club. (6 in number)
g. Associate Members – as described in Article VI, Section 7.
Section 2
The Board shall vote upon the admission to the Corporation of each applicant recommended by the Membership Committee at their first meeting after such recommendations, and shall confer membership only upon those applicants who shall be approved by two-thirds (2/3) of the members of the Board present.
Applications for initial membership must be made in writing to the Board on forms provided by the Corporation. The applicant must be sponsored by two (2) Bondholders in good standing.
Section 3
Any Bondholder of the Corporation may withdraw at any time and receive refund of their Bond provided the following conditions have been met:
a. Article VII conditions have been fully satisfied and,
b. Full membership quota has been reached, Bondholder seeking termination shall have notified the Board in writing, and a new member shall have paid the Bond and been approved in accordance with the provisions as set forth in the By-Laws.
Section 4
Any member may, for cause and after having been given an opportunity for a hearing, be suspended for a period not exceeding three (3) months by a two thirds (2/3) vote of the members of the Board present at any meeting thereof, or expelled by a unanimous vote of quorum present. Cause for suspension, or expulsion shall, in general consist of violation of these By-Laws or of the rules of the Corporation. In all matters concerning suspension and/or expulsion before the Board, notice shall be given to each member of the Board five (5) days before the meeting called for the purpose of considering said suspension and/or expulsion and the notice shall state the reason for calling the meeting and the time and place thereof.
Section 5
a. All classes of members of the Corporation shall be accorded the facilities of the Corporation subject to the rules and regulations, which shall be issued and posted within the Corporation’s facilities.
b. The Board at its discretion may extend the privileges of the Corporation’s facilities to any person or persons.
c. The Board shall fix the terms and conditions upon which guests of members may use the facilities of the Corporation; however, the Board must always operate within the following restrictions:
1. The pool will not be made available to the general public.
2. Guests of members will not be admitted unless and until the member (or a member of a family who qualifies as a “member”) is present at the pool and vouches for the guest by signing a guest slip, which shall contain the name and age of the guest.
3. Each guest, upon entering, must be registered and pay the guest fee as determined by the Board.
4. Each family membership is permitted to bring guests. However, the privileges may be limited at the discretion of the pool manager to prevent overcrowding.
Section 6
The number of Bondholders of the Corporation shall be established at four hundred (400), including original charter members of Campus Cabana Swim Club, plus twelve (12) board members and two (2) swim team directors.
Section 7
The Corporation shall make ten (10) Associate Memberships available to the children of Bondholders who have reached an age where they are no longer eligible to be members under their parent’s membership.
Associate Members will be afforded all of the privileges of Bondholder’s except voting rights.
Prior to January 1, 2007, children of Bondholders who wish to join as Associate Members may apply for membership at any time.
Beginning on January 1, 2007, children of Bondholders wishing to take advantage of Associate Memberships must apply for membership within two years after being dropped from their parent’s membership.
At the time someone becomes an Associate Member, his or her name will be added to the waiting list retained by the Corporation. The Associate Member will have no priority over anyone else already on the waiting list. The Associate Member will remain on the waiting list until such time as they have moved up the waiting list to the point where they were offered full membership as Bondholders. Once they have reached the point where they are eligible to become Bondholders, they are no longer eligible to be Associate Members. In other words, if an Associate Member chooses not to join as Bondholders when their name reaches the top of the list, their Associate Membership is terminated.
Associate Memberships are for individuals only. Spouses and children of Associate Members may enter the pool as guests.
Article VII
DUES & FEES
Section 1
a. The Board shall determine and establish membership maintenance fees for the ensuing year.
b. Fees shall be sufficient to provide for the necessary operational expenses of the Corporation and the proper maintenance and improvement of its property, and such dues shall be payable by May 1 (subject to change by Board) of each year. A fee at the discretion of the Board may be assessed for late payment.
c. No fees nor part thereof shall be refunded in the event that pool operations are required to be suspended for any period except in extraordinary circumstances.
Section 2
a. For the purpose of providing a sufficiency of the necessary funds to expand and maintain the facilities and land of the corporation, each of the members accepted into membership, as a condition of the membership, shall be required to purchase a bond. The total amount of this bond, not including any tax, which may be applicable, is not to exceed five hundred ($500) dollars. Federal and State taxes on fees and membership shall be paid by members. Holders of Bonds are “Bondholders” of said Corporation and as such may attend and vote at any duly constituted meeting.
b. Bondholders forced to resign due to circumstances beyond their control, and who wish to rejoin at a later date, shall be shown preference over any applicant on the waiting list.
Section 3
a. Bonds shall not be transferable and shall contain an appropriate notation to that effect on the face thereof.
b. Except for payment as hereinafter provided, each Bond shall become null and void upon the date that the holder thereof ceases to be a member for any cause including non-payment of maintenance fee. The time and manner in which the holder shall be paid the value of his Bond subject to the provisions of Section 5, shall be determined by the Board, provided, however, that each Bond shall be redeemed in the chronological order in which the membership terminated, and as soon as payment is received from an incoming member.
Section 4
In the event of the dissolution of the Corporation in any manner or for any cause, and in no other event, upon the effective date of the dissolution, said Bonds shall be a lien after the payment of all of its debts, dues, and obligations owed by the holder of the Corporation. After repayment of all Bonds outstanding upon the effective date of dissolution of the Corporation, the surplus remaining shall be paid over to the United Way of Central Maryland, or its successive organization to be used in a charitable manner by the organization.
Section 5
Upon cessation of membership for any cause, all indebtedness owing to the Corporation by the Bondholder shall be a lien upon and charged against the Bond, and the Bond may be taken over by the Corporation to satisfy such indebtedness. In the event of the Corporation being unable to obtain possession of the Bond, it may be canceled on the books of the Corporation, and a new Bond issued in place thereof to a newly-elected member upon payment by the Bondholder to the Corporation of the then value of the Bond, as herein fixed by these By-Laws. In case of the enforcement of a lien, as above herein provided, neither the signature of the holder nor the delivery of the Bond shall be requisite to perfect the transfer to the Corporation or to a new possessor, and the Vice President of Finance of the Corporation for the time being is hereby authorized as the attorney-in-fact of the holder of such Bond, to make such a transfer. Every Bond issued is expressly subject to the provisions of this section.
Section 6
Each member is responsible for the payment of all charges of liabilities that may be imposed upon or incurred by members of their family to whom the privileges of the Corporation shall have been extended and for all charges and liabilities imposed upon or incurred by guests introduced by them.
Section 7
All fees and other charges mentioned therein are exclusive of taxes imposed by the Federal, State, or other Governmental bodies and agencies, unless therein stated.
Article VIII
MEETINGS
Section 1
a. The Spring Meeting of the Corporation shall be held between March 1 and April 30 in each year, at such place and time as the Board may determine.
b. The Fall Meeting shall be held for the purpose of electing Board members, presenting committee reports, and for the transaction of such other business as may be indicated in the notice or may be brought before it. The Fall Meeting shall be no more than 30 days after the close of the pool for the year.
Section 2
Special meetings of the Corporation may be called by the Board on five days notice by mail or email to all Bondholders. The notice shall state the purpose for which the special meeting is called, and no other business shall be transacted thereat. Also, upon the written request of ten (10) Bondholders to the Secretary, stating the purpose thereof, a special meeting shall be called by the Secretary within thirty days.
Section 3
a. Notice of each General Meeting shall be given by mail or email to each Bondholder at least ten (10) days prior thereto. The notice of the Fall Meeting shall include the names of candidates nominated by the nominating committee.
b. Independent nominations may be made as provided by Article IX, Section 2.
c. Time and place of all meetings, including virtual meetings, shall be designated by the Board.
Section 4
a. Bondholders shall be entitled to vote at meetings of the Corporation. Any Bondholder may be represented by proxy if not able to attend in person. Voting may be by voice, but ten (10) Bondholders, excluding those represented by written proxy shall have the right to demand voting by roll call. If the meeting is held virtually (i.e. online) rather than physically with all the participants in the same meeting space, a proxy is not needed since the vote will be conducted online, one vote per bond, during a time period set by the board (not to exceed 24 hours), using secure software.
b. No Bondholder shall represent more than two (2) proxies from the floor and these proxies must be in writing, presented to the Vice President- Administration prior to the meeting, and signed by the Bondholder whose vote is being represented by proxy. Proxy voting is not applicable to virtual meetings in which the board has made it possible for bondholders to elect board members asynchronously during an extended period of time using secure voting software.
c. At every meeting of the members, every Bondholder shall be entitled to one (1) vote. In the case where a bond has been issued to more than one (1) person (such as husband and wife), only one vote may be cast.
d. The voting for the election of the Board shall be by ballot.
Section 5
Twenty (20) Bondholders, present in person shall constitute a quorum at all corporation meetings.
Section 6
Whenever in these By-Laws, notice to Bondholders is required, the mailing or emailing of such notice to the last known address or email address of the Bondholder shall constitute notice.
Section 7
a. The Board shall hold its first meeting following the Fall Meeting as promptly as practical.
b. The Board, by resolution, may establish from time to time a schedule of its meetings and rules for the conduct thereof.
c. Special meetings of the Board may be called by the President and shall be called by the Secretary upon the request of any two (2) Bondholders of the Board.
d. Notice of the regular monthly and special Board meetings, shall be mailed or emailed to each member of the Board at least ten (10) days before the date of the meeting.
Article IX
NOMINATIONS FOR THE BOARD OF DIRECTORS
Section 1
At the June Meeting of the Board, there shall be appointed a nominating committee of four (4) Bondholders of the Corporation two (2) of whom shall be members of the Board. The nominating committee shall select a complete list of candidates, whose names shall be posted at least ten (10) days prior to the close of the pool for the year.
Section 2
Further nominations may be made from the floor at the Fall Meeting of members. All candidates for Board election must be present at the Fall Meeting in order to be eligible for election to the Board, unless excused by the Board prior to said meeting. If the meeting is virtual, in lieu of nominations to the floor, nominations other than those provided by the nominating committee can be made by petition (one for each nominee) signed by 10% or more of current bondholders and received by the vice president of administration not less than 10 days before the fall general meeting.
Section 3
Eligibility – Only a Bondholder shall be eligible to hold office or serve on the nominating committee.
Section 4
Officers and members of the Board shall not be limited in the number of successive terms.
Article X
COMMITTEES
Section 1
a. The standing committees shall be: Maintenance and Grounds, Membership, Finance, Pool Management, Snack Bar, Activities, By-Laws and Pool Rules, and Swim Team.
b. The duties and powers assigned in these By-Laws to the standing committees shall be subject to the authority of the Board.
Section 2
The Maintenance and Grounds Committee shall exercise supervision over the pool and grounds; shall attend to the maintenance and repair of the pool, buildings, operating equipment, chairs and tables, snack bar and grounds.
Section 3
The Membership Committee, in accordance with Article VI, Section 2, shall maintain a chronologically-ordered waiting list for membership, maintain a membership roster, and attend to the printing and mailing or emailing of bonds, applications, fees, membership cards, guest passes; and attend to the collection of overdue fees.
Section 4
The Pool Management Committee shall attend to hiring and supervision of the pool manager and staff.
Section 5
The Finance Committee shall prepare the Annual Budget for submission to and approval by the Board, and shall exercise general supervision over the financial transactions of the Corporation.
Section 6
The By-Laws and Pool Rules Committee shall review and update the By-Laws and prepare rules of health and good conduct in connection with the operation of the pool and shall see that the Rules and Regulations as approved by the Board are enforced.
Section 7
The Snack Bar Committee shall exercise supervision over the Snack Bar, not otherwise vested in the Maintenance and Grounds Committee.
Section 8
The Activities Committee shall plan and schedule activities for the membership.
Section 9
The Swim Team Committee shall oversee the swim team activities.
Article XI
MISCELLANEOUS
Section 1
a. Definitions. In this section the following words have the meanings indicated.
1. “Director” means any person who is or was a director of the Corporation and any person who, while a director of the Corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of this or another joint venture, trust, other enterprise, or employee benefit plan.
2. “Expenses” include attorney’s fee.
3. “Party” includes a person who was, is or is threatened to be made a named defendant or respondent in any proceeding.
4. “Proceeding” means any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative.
b. Each person who acts as a director of the Corporation who is made a party to any proceeding by reason of service in that capacity, shall be indemnified by the Corporation against any and all judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the director in connection with the proceedings to the fullest extent allowable by law.
c. Reasonable expenses incurred by a director who is a party to a proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding upon receipt by the Corporation of:
(i) A written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for indemnification by the Corporation as authorized in Section 2-418 of the Annotated Code of Maryland, has been met; and
(ii) A written undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.
d. The undertaking required by subparagraph (ii) of section c of this subsection shall be an unlimited general obligation of the director, but need not be secured and may be accepted without reference to financial ability to make the repayment.
e. The Corporation’s obligation to indemnify any director shall not apply if it is established that:
(i) The act or omission of the director was material to the matter giving rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in money, property, or services; or
(iii) In the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful.
f. The right of indemnification provided herein shall insure each director referred to whether or not they are a director at the time such costs or expenses are imposed or incurred, and, in the event of their death, shall extend to their legal representative, heirs, and assigns.
g. All members further agree, in consideration of the service provided by the directors, to release the directors, their successors, heirs, and assigns, from any and all liability in tort or contract & rising from their service as directors, unless the directors actions -violate the standard of conduct set forth in paragraph (e) above.
Section 2
Any question as to the meaning or proper interpretation of any of the provisions of these By-Laws shall be determined by the Board.
Section 3
Except for Article III, Sections 4 and 5, these By-Laws maybe amended by a three-fourths (3/4) vote of the Bondholders present in person or represented by proxy, at any meeting of the Corporation, provided at least five (5) days notice of such amendment by mail or email, shall be given to each member.
Section 4
The fiscal year of the Corporation shall begin October 1 and end September 30.
