Published December 11, 2008
Powers of the Board of Directors
Adopt Rules and Regulations (Article VIII, Section 1, Sub-paragraph (a))
Borrow money (only if no collateral is used) (Articles, Section III, Sub-paragraph (b))
Convey, sell, lease, transfer personal property (Articles, Section III, Sub-paragraph (a))
Determine quorum at board meetings, which equals the majority of the directors (Article VII,
Dispose of personal property (Articles, Section III, Sub-paragraph (a))
Employ managers and contractors (Article VIII, Section 1, Sub-paragraph (a))
Establish penalties (Article VIII, Section 1, Sub-paragraph (a))
Elect officers (except Pres. and Vice-Pres.), who do not need to be on the board (Article XI,
Fill vacancies on the board resulting from death, resignation or removal by membership (Article V, Section 3)
Improve, build, operate and maintain property (Articles, Section III, Sub-paragraph (a))
Issue certificates of membership (through membership committee) (Article III, Section 10)
Lower (but never increase beyond original 275 set by membership) the maximum number of memberships (Article III, Section 16)
Lower the Dormancy Fee (normally the debt-retirement component is paid by regular and dormant members) (Article III, Section 14, Sub-paragraph (c))
Offer payment plans, if desired, for membership fees not to exceed five (5) years (Article III,
Offer payment plans for the annual assessment fee, but full payment must be made by June 15 (Article XIII, Section 15)
Purchase, own or hold property (Articles, Section III, Sub-paragraph (b))
Propose to the membership any change in the one-time membership fee (Article III, Section 13)
Set guest fees (Article III, Section 9, Sub-paragraph (a))
Set the yearly assessed fee by February 1st of each year (Article VIII, Section 2, Sub-paragraph (d))
Set user fees (minimum amount must equal yearly assessed fee to regular memberships) (Article III, Section 14, Sub-paragraph (a))
Suspend voting and usage rights of any unpaid members (Article VIII, Section 1, Sub-paragraph (b))
Terminate members who are delinquent upon the opening of the following operating season (Article III, Section 11, Sub-paragraph (e))
Waive refunds of terminated members membership fee (Article III, Section 11, Sub-paragraph (e))
Responsibilities of the Board of Directors and Officers
Announce the appointment of the Nominating Committee at each Annual Meeting (Article VI,
Section 1, sentence 4)
Appoint a Membership Committee and an Operations Committee (Article IX, Section 1)
Audit the books yearly (by an independent body) (Article XI, Sect. 8, Sub-paragraph (d))
Establish a written fiscal policy (financial statements and annual budget) (Article VIII, Section 2,
Hold an Annual Meeting of the membership (Article X, Section 1)
Insure the Board of Directors and the property (Article VIII, Section 2, Sub-paragraphs (f) and (g))
Keep all board meetings open to the membership (Article VII, Section 5)
Keep a complete record of all its acts and corporate affairs (Article VIII, Section 2, Sub-paragraph (b))
Mail notice of the Annual Meeting to the membership (at least 15 days prior to but not more than 30 days) and include any member’s proposals (Article X, Section 3)
Maintain their own memberships in “good standing” (Article V, Section 4, Sentence 2)
Maintain seven (7) directors on the board (each with 2 year terms) (Article V, Section1)
Maintain common areas owned by the Association (Article VIII, Section 2, Sub-paragraph (i))
Maintain a current record of all members of the Association (Article XI, Section 8, Sub-paragraph (c))
Maintain a chronological listing of all inactive members (Article III, Section 11, Sub-paragraph (b), Sentence 4)
Meet as a board at least quarterly (Article VII, Section 1)
Must hold all meetings in the state of Virginia (Article I, Sentence 2)
Notify the membership by February 15th of the amount of the yearly assessed fee (Article VIII,
Section 2, Sub-paragraph (e))
Notify the membership, in the minutes, of all meeting times and locations (including board meetings.) (Article X, Section 3; Article VII, Section 5)
Present the Annual Budget and Statement of Income & Expenses at the Annual Meeting (Article XI, Section 8, Sub-paragraph (d))
Record the minutes of all meetings and make them available to members within 30 days (Article XI, Section 8, Sub-paragraph (c); Article VII, Section 1)
Reimburse directors for expenses incurred only (Article V, Section 5)
Require a membership agreement to be signed by all new members (Article III, Section 11, sub-paragraph (a), sentence 2)
Set the yearly assessed fee based on the operations and debt-retirement components. (Article VIII, Section 2, Sub-paragraph (d))
Powers, Responsibilities and Rights of the Membership
Majority of those Present at a Membership Meeting are needed to: Ratify a proposed change in the one-time membership fee (currently set at $375) (Article III, Section 13)
Majority of those Members In “Good Standing” are needed to: Amend the By-laws (Article XV, Section 1)
More than 2/3 of Membership Voting Yes are needed to:
Annex additional residential property and common areas (Articles, Section III, Sub-paragraph (c))
Deed in Trust any property (Articles, Section III, Sub-paragraph (b))
Hypothecate property (give a creditor claim over property owned without delivery of title or possession) (Articles, Section III, Sub-paragraph (b))
Mortgage any property (Articles, Section III, Sub-paragraph (b))
Participate in mergers and consolidations (must be with other non-profit organizations) (Articles, Section III, Sub-paragraph (c))
Pledge any property (Articles, Section III, Sub-paragraph (b))
Quorum, which equals 25% of “Voting” members, are needed to:
Request the board of directors to hold a “special” meeting of the membership (Article X, Section 2)
Request a statement of the complete record of all accounts and corporate affairs of the Board (Article VIII, Section 2, Sub-paragraph (b))
Majority of all Members are needed to:
Remove a director with or without cause (Article V, Section 4)
More than 75% of all Members are needed to:
Amend any of the ten Articles (Articles, Section VIII)
Dissolve PVRA (But all assets must go to another association with the purpose of maintaining the facilities) (Articles, Section VI)
Any member in “good standing” can:
Be nominated to serve as officers or board members (Article VI, Section 1, Sentence 6)
Rights and Responsibilities of Individual Members
Assure that no two or more members of a single household hold officer or board appointments simultaneously (Article XI, Section 7)
Can go dormant (if maximum is not reached, by paying the debt-retirement component of annually assessed fee or a fee set by the board not to exceed the debt-retirement component) (Article III, Section 14, Sub-paragraph (c))
Can go inactive (If maximum is not reached and house has been sold, by submitting certificate to PVRA with proof of sale) (Article III, Section 11, Sub-paragraph (b))
Can resign membership (If maximum is not reached, and house not being sold, by submitting certificate to PVRA) (Article III, Section 11, Sub-paragraph (d))
Deserve notice and hearing for violations of any rules or damaging the facilities before suspension (Article III, Section 15, Sentence 2)
Designate the new owner of their home to take their membership when selling IF the maximum has been reached (Article III, Section 11, Sub-paragraph (a), Sentence 3)
Keep their certificate of membership while a member (Article III, Section 10)
Not use the facilities if suspended (for non-payment or other reasons) (Article III, Sect.15)
Pay all fees to be in “good-standing” (Article II, Section 5)
Reactivate a dormant membership anytime upon payment of full operations component of yearly assessed fee (Article III, Section 14, Sub-paragraph (c), Sentence 2)
Receive a refund of their membership fee (less 10%) upon resigning, if the maximum number of memberships has been reached (Article III, Section 11, Sub-paragraph (d))
Receive a refund of their membership fee (less 10%) upon going inactive, now that the build out of the Pleasant Valley sub-division is complete, when the Association services a request to purchase a membership by redeeming one from the inactive list (Article III, Section 11, Sub-paragraph (b), Sentence 5)
Return their certificate when leaving (going inactive or resigning) (Article III, Section 11, Sub-paragraph (b), Sentence 2; Article III, Section 11, Sub-paragraph (d))
Stay active (paying both components of the annually assessed fee) (Article III, Sect. 14, Sub-paragraph (b))
Submit proposals, if desired, to be included in the “notice of meetings” mailed by the Board at least 90 days prior to the end of the fiscal year (currently, the year ends March 31st) (Article XVII)
Vote by proxy, if in writing and filed with the Secretary (if paid up on required fees) because you are unable to attend a meeting in person (Article X, Section 5)
Vote in person (Regular and Dormant members in “good-standing”) (Article III, Section 14, Sub-paragraph (c), Sentence 2; Article VIII, Section 1, Sub-paragraph (b))
Other Items of Interest
Resignations do not have to be accepted to become effective (Article XI, Section 5)
President cannot be the Treasurer or Secretary (Article XI, Section 1 and Section 7)
Vice-president cannot be the Treasurer or Secretary (Article XI, Section 1 and Section 7)
Secretary and Treasurer positions can be held by the same person (Article XI, Section 7)
Only new members can have their yearly assessed fee prorated in one month increments (Article III, Section 14, Sub-paragraph (b) and (d))
A household means one or more persons living together in, and owning a single dwelling unit (Article III, Section 2)
All records of the Association are to be kept at the residence of the officer assigned that responsibility (Article XII, Sentence 2)
Maximum Number of Members
The maximum number of memberships was set to assure a safe and functional facility (Article III, Section 16, Sentence 2)
Currently set by the membership, in 1992, at 275 (Article III, Section 16, Sentence 3)
Can be lowered by the Board of Directors at any time but cannot be increased beyond the By-laws amount of 275 without a change to the By-laws (Article III, Section 16, Sentence 6)
By action of the Board of Directors in 1996, the maximum was reduced to 255 (Board minutes, 1996)
Based on the total number of members “in good standing”, those that have paid their yearly assessed fee (whether regular fee or dormancy fee) (Article III, Section 16, Sentence 1)
Paid-up dormant members can reactivate and use the facility and because they are members in “good-standing”, they are included in the determination of the maximum (Article III, Section 14, Sub-paragraph (c))
Inactive and resigned members do not pay fees, cannot vote, and are not included in the determination of the maximum (Article III, Section 11, Sub-paragraph (b) and (d))
Suspended members are included in the determination of the maximum unless suspended for non-payment because only members in good-standing are included (Article III, Section 15 and Section 16)
PLEASANT VALLEY RECREATION ASSOCIATION, INC.
ARTICLES OF INCORPORATION
We hereby associate to form a non stock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia, and to that end set forth the following:
The name of the corporation is PLEASANT VALLEY RECREATION ASSOCIATION, INC.
Initial Registered Office
The post office address of the initial registered office and agent is 6400 Arlington Boulevard, Suite 325, Falls Church, Virginia 22042, in the County of Fairfax, Virginia. The initial registered agent is Robert F. Kohlhaes, who is a resident of Fairfax County, Virginia, and is a member of the Virginia State Bar and whose business address is the same as the registered office.
Purpose and Powers of the Association
This Association does not contemplate pecuniary gain or profit of the members thereof, and the specific purposes for which it is formed are to provide for maintenance and preservation of such recreational facilities as may from time to time appear desirable upon the property which comes under its jurisdiction, and to promote the health, safety and welfare of its members;
acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the Association;
borrow money, and with the assent of more than two thirds (2/3) of the members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and common areas, provided that any such merger, consolidation or annexation shall have the assent of more than two-thirds (2/3) of the entire membership;
have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Law of the State of Virginia by law now or hereafter have to exercise.
Every person approved by the Membership Committee in accordance with the provisions of the By-laws shall have the right to become a member of the Association upon the payment of any fees, charges or assessments that may be required or established.
The Association shall have one class of voting membership, Class A. Class A members only shall be entitled to one vote per membership. The vote for such membership shall be exercised as the member shall determine, but in no event shall more than one vote be cast with respect to any membership.
The Association may be dissolved with the assent given by more than seventy five percent (75%) of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to such similar purposes.
The Corporation shall exist perpetually.
Amendment of these Articles shall require the assent of more than seventy-five percent (75%) of the entire membership.
Board of Directors
The number of directors constituting the original Board of Directors shall be three (3) and the names and addresses of the persons who are to serve as the initial Directors are as follows:
Robert F. Kohlhaes
7501 Venice Court
Falls Church, Virginia 22043
Lucille R. Rhodes
7910 Charles Thomson Lane, Apt. 202
Annandale, Virginia 22003
D. Timothy Webb
6404 Seven Oaks Court
Falls Church, Virginia 22042
The Board of Directors shall provide the necessary By-Laws for the operation of the Association.
Pleasant Valley Recreation Association, Inc.
(As amended on May 30, 1985)
(As amended on May 7, 1986)
(As amended on June 1, 1986)
(As amended on July 27, 1986)
(As amended on March 29, 1989)
(As amended on May 6, 1990)
(As amended on July 14, 1992)
(As amended on December 11, 2008)
ARTICLE I — Name and Location
The name of the corporation is Pleasant Valley Recreation Association, Inc., hereinafter referred to as the “Association.” The principal office of the Corporation shall be located at 4347 Cub Run Road, c/o P.O. Box 220172, Chantilly, Virginia 20153, in the County of Fairfax, Virginia, but meetings of members and directors may be held at such places within the State of Virginia as may be designated by the Board of Directors.
ARTICLE II — Definitions
Section 1. - “Association” shall mean and refer to the PLEASANT VALLEY RECREATION ASSOCIATION, INC., its successors and assigns.
Section 2. - “Properties” shall mean and refer to that certain real property described in a Deed of Conveyance to the Association from PLEASANT VALLEY ASSOCIATES, a Virginia Limited Partnership, recorded among the land records of Fairfax County, Virginia, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. - “Common Areas” shall mean and refer to all real property, or interest therein, such as ingress/egress easements owned by the Association for the common use and enjoyment of the members of the Association.
Section 4. - “Member” or regular member shall mean and refer to every person who holds membership in the Association.
Section 5. - “Member in Good Standing” shall mean and refer to each member who has paid all fees and assessments as may from time to time be established by the Board of Directors.
Section 7 - Trial membership refers to a user entitled to a one time one season use of the facilities through payment of a user fee; it does not imply membership as defined in Article III.
ARTICLE III — Membership
Section 1. Definition of membership
A “Membership” in this Association may be granted by the Membership Committee upon payment of the membership fee. The cost of the membership fee will be established in accordance with Article III, Section 13 of these By-Laws.
Section 2. Households in Pleasant Valley
Each household of one or more than one persons living together in and owning a single family dwelling unit in Pleasant Valley Subdivision shall be eligible to purchase a “Membership” in this Association. Households located in proximity to, but not part of Pleasant Valley Subdivision, may be eligible for regular membership at the discretion of the Membership Committee.
Section 3. Households not in Pleasant Valley
Memberships in the Association shall be so allocated that at least two thirds (2/3) of the memberships shall be vested in owners of single family dwellings located in the Pleasant Valley Subdivision. The Membership Committee shall be prohibited from granting a membership to any household not located in the Pleasant Valley Subdivision if the granting of such membership will result in less than two thirds (2/3) of total memberships being held by Pleasant Valley Subdivision residents.
Section 4. Limitation
No household shall be permitted to have more than one membership.
Section 5. Voting
Each membership shall have only one vote on any matter brought before a meeting of the members of the Association.
Section 6. Facility Use
Each member of a household having membership in the Association shall be privileged to use any of the facilities of the Association during normal hours of activity upon payment of the yearly assessed fees.
Section 7. Trial Membership
The membership committee may recommend a trial membership to anyone who principally resides in Pleasant Valley Subdivision. A trial membership may be granted upon execution of a membership agreement and after the payment of a fee as determined by the Board of Directors. Each member of a household having a trial membership in the Association shall be privileged to use the facilities of the Association during normal hours of activity. A trial membership may be granted only one time per household.
Section 8. Guests (a) and Special Functions (b)
Except as provided in paragraph (b) below, each member of a household, having a membership in the Association shall be permitted to have as guests, not more than two (2) persons each day who may use the facilities of the Association when accompanied by the member unless prior arrangements have been made with the Operations Committee.
The amount of the guest fee or schedule of such guest fees shall be proposed annually by the Operations Committee, approved by the Board of Directors, and posted in a conspicuous location in proximity to the pool entrance areas.
Should a member holding regular membership in the Association wish to use the facilities of the Association for a function, arrangements may be made with the Operations Committee upon payment of a predetermined fee for the use of the facilities.
Section 9. Certificate of Membership
Regular membership shall be evidenced by a Certificate of Membership which shall be issued by the Membership Committee. The Certificate of Membership is not transferable. Each Certificate shall contain the words, “not transferable” and “redeemable”. The Certificate shall recite the name of the head of the household owning the membership, and the address of the household. The Certificates of Membership shall be numbered by lot number, and shall be signed by the President and Membership Committee Chairperson.
Section 10. Methods of ending membership
Options upon sale of residence
When a regular member sells his or her residence in the Pleasant Valley Subdivision, that member may request that the Association redeem the membership and reissue the Certificate of Membership in the name of the person designated by the member. Upon the member’s endorsement of the back of the Certificate, submitted with sufficient proof of sale of the residence and evidence of full payment of all outstanding Association fees and assessments, the Board of Directors shall redeem the Certificate of Membership, reissue it to the designated person, and require the new member to complete a membership agreement. A regular member can only designate the new owner of their home if total membership has reached its maximum as defined in Article III, Section 16 and/or there is a waiting list to become members. The reason: New members will be accepted on a first come, first served basis if:
The maximum number of members has been reached. and
There is a waiting list of households desiring to become members and
No member in good standing wants to convey their membership with the sale of their home to the new owner of their home.
Alternately, a regular member selling his or her residence in the Pleasant Valley Subdivision may request that the Association designate the membership as inactive. The Association will designate a membership inactive upon the member’s endorsement of the back of the Certificate’ submitted with sufficient proof of sale of the residence and evidence of full payment of all outstanding Association assessments up until that time. A membership which has been designated as inactive will be exempted from any and all Association assessments, regular or special. The Association will maintain a chronological listing of inactive memberships. Following the build out of the Pleasant Valley Subdivision, the Association shall service requests to purchase memberships by eligible households by redeeming the membership at the top of the inactive list and reissuing the Certificate of Membership in the name of the purchaser upon payment of the current membership fee. The Association shall pay the former member, whose membership was redeemed from the inactive list, the remaining membership fee paid, minus a handling fee of ten per cent (10%) of the member’s original cost. Inactive status may only be requested if the maximum number of members as defined in Article III. Section 16. has not been reached and no waiting list exists. When a “Member in good standing” sells their home, the Association will refund the remaining membership fee upon receiving the member’s endorsement of the back of the Certificate, with sufficient proof of sale of the residence, provided the maximum number of members has been reached, as defined in Article III, Section 16.
Ineligibility of non-residents (of Pleasant Valley)
The Association shall redeem regular memberships of households outside of the Pleasant Valley Subdivision when those households are no longer eligible for regular membership, such eligibility being determined by the ratio established in Article III, Section 3 of these By-laws. The member whose membership is so redeemed shall be paid a sum equal to the remaining membership fee paid for the membership.
A member may resign from the Association at any time upon written notice submitted along with the Certificate of Membership and any other Association property in the member’s possession. A member who resigns is relieved of all further obligations to pay future assessments to the Association, and relinquishes all rights of membership. A member who resigns from the Association will receive a refund of the remaining membership fee paid provided that the maximum number of members has been reached as defined in Article III. Section 16.
A membership shall be terminated by the Association if the member is delinquent in payment of operating assessments or special assessments at the opening of the following operating season. A membership that is terminated for this reason waives all rights to receiving a refund for the remaining membership fee, as stated throughout these By‑laws.
Section 11. Duration of membership
All memberships shall be held in perpetuity, until disposed of in accordance with Section 11 of Article III, or until original eligibility requirements in effect at the time of purchase are no longer met.
Section 12. Cost of membership
The cost of a membership shall be determined by the Board of Directors and ratified by a majority of those present at a bonafide meeting of the members of the Association. The Board of Directors may offer time payment or financing arrangements for payment of the membership fee for periods not to exceed five (5) years. A membership shall not be considered redeemable until full payment of the membership fee has been made.
Section 13. Yearly assessed fee
Yearly assessed fees shall be established by the Board of Directors with due regard for the financial needs of the Association and the demand for memberships.
Section 14. Suspension of Membership Rights
During any period in which a member shall be in default in the payment of any annual special assessment levied by the Association, the right to use the recreational facilities of such member will be suspended by the Board of Directors until such assessment has been paid. Facilities privileges of a member may also be suspended, after notice and hearing, for violation of any rules and regulations established by the Board of Directors governing the use of the common areas and facilities. Facilities privileges may also be suspended for damages caused to Association facilities until such time as reparations are made to the satisfaction of the Board of Directors.
Section 15. Maximum Membership
The Association shall set a maximum number of memberships that can be issued and be in “good standing” at any one time. This assures the membership a reasonably safe and functional facility. The maximum number of memberships shall be 275. Once this number is reached, households not holding a membership but desiring membership will be kept on a waiting list in first come, first served order. However, members in good standing retain the right to convey their membership, upon the sale of their residence, to the new owner only, thereby preempting the waiting list. This maximum number may be lowered by the Board of Directors, at their discretion, but may not be increased without an amendment of these By‑laws, as defined in Article XV of these By‑Laws.
Section 16. Membership Categories
The Board of Directors shall have the authority to create, modify and remove membership categories which benefit the Association and the community.
ARTICLE IV — Property Rights: Rights of Enjoyment
Members shall be entitled to the use and enjoyment of common areas and facilities in accordance with regulations as approved by the Board of Directors.
ARTICLE V — Board Of Directors: Selection, Term of Office
Section 1. Number
The affairs of this Association shall be managed by a board of seven (7) directors.
Section 2. Term of Office
At the first annual meeting, the members shall elect five (5) directors. The initial board shall consist of two (2) directors elected for terms of one (1) year and three (3) directors elected for terms of two (2) years. At the third annual meeting, or any continuation thereof, or any special meeting called for the purpose hereof, two additional directors shall be elected, one (1) director for a term of one (1) year, and one (1) director for a term of two (2) years. Thereafter, the terms of office shall be two (2) years each.
Section 3. Vacancies
Vacancies arising because of death, resignation, or under other provisions of these By‑Laws shall be filled by the affirmative vote of a majority of the entire Board of Directors then in office. Any director so chosen shall hold office for the term set forth in Section 2 above until his successor is duly elected and shall qualify.
Section 4. Removal
Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. Any director who fails to maintain membership in good standing shall be removed from the Board. In the event of such removal of a director, his successor shall be selected by the remaining members of the Board in accordance with Section 3 above.
Section 5. Compensation
No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
ARTICLE VI — Nomination and Election of Directors
Section 1. Nomination
Nomination for election to the Board of Directors shall be made and determined by a Nominating Committee made up of three (3) persons. Nominations may also be made from the floor at the annual meeting, or any special meeting called for the purpose of elections. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) members in good standing of the Association who may not be members of the Board of Directors. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members and shall serve until their successors are chosen prior to the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall, in its discretion, determine. Such nominations shall be made from among members in good standing only.
Section 2. Election
Election to the Board of Directors shall be by secret ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Articles of Incorporation.
ARTICLE VII — Meetings of Directors
Section 1. Regular Meetings
Regular meetings of the Board of Directors shall be held at least as often as quarterly, at such place and hour as determined at the prior meeting. Minutes of all such meetings shall be recorded and made available to the membership within thirty (30) days of the meeting or any adjournment thereof.
Section 2. Special Meetings
Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors, after not less than three (3) days written notice to each director at his residence or place of business or after not less than two (2) days personal notice. Any director who attends a special meeting in person shall be deemed to have waived notice of such meeting, whether actually given or not.
Section 3. Quorum
A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 4. Action Taken Without a Meeting
The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors duly called and held.
Section 5. Director Meetings To Be Public
All regular meetings of the Board of Directors shall be open to the membership. Notification of such meetings shall be given in the minutes stating time, date and location of the meeting.
ARTICLE VIII — Powers and Duties of the Board of Directors
Section 1. Powers.
The Board of Directors shall have the power to:
adopt and publish rules and regulations governing the use of the common areas and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association; such rights may also be suspended after notice and hearing for infraction of published rules and regulations;
exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By‑Laws, the Articles of Incorporation, or by law;
declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
employ a manager, independent contractors, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties.
It shall be the duty of the Board of Directors to:
cause to be managed the affairs of the Association;
cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by members entitled to cast one fourth (1/4) of the votes of the Association;
supervise all officers, agents and employees of the Corporation, and to see that their duties are properly performed;
fix the amount of the annual assessment against each membership no later than February 1st of each year;
send written notice of the annual assessment to every membership no later than February 15th of each year;
to provide insurance for directors, officers and employees of the Association;
procure and maintain adequate liability and hazard insurance on property owned by the Association;
cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
cause the common area to be maintained; and
establish a written fiscal policy in accordance with fair business practice.
ARTICLE IX — Committees
Section 1. Types
The Board shall appoint, in addition to a Nominating Committee, a Membership Committee and an Operations Committee, as provided in these By‑laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
Section 2. Duties and Limitations of Membership Committee:
regulate and confirm membership in accordance with these By‑laws;
establish membership criteria for potential Pleasant Valley Recreation Association members not holding title to property within Pleasant Valley Subdivision;
administer membership affairs of the Association;
establish membership budget; and
other items as directed by the Board of Directors.
All actions subject to review and revision by the Board of Directors.
Section 3. Duties and Limitations of Operations Committee:
establish rules and regulations for common areas;
establish an operating budget;
settle disputes relating to common areas and recommend disciplinary action for violations;
provide for maintenance of facilities;
coordinate volunteer efforts;
provide for security; and
other items as directed by the Board of Directors.
All actions subject to approval by the Board of Directors.
ARTICLE X — Meetings of Members
Section 1. Annual Meetings
The Board of Directors will convene an annual meeting of the membership. Not less than fifteen (15) days, nor more than thirty (30) days notice will be given.
Section 2. Special Meetings
Special meetings of the members may be called at any time by the President or by the Board of Directors or upon written request of the members who are entitled to vote one fourth (1/4) of all the votes of the membership.
Section 3. Notice of Meetings
Written notice of each meeting of the members shall be given by or at the direction of the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days but not more than thirty (30) days before such meeting to each member, addressed to the member’s address also appearing on the books of the Association or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum
The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one fourth (1/4) of the votes of the class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation or these By‑Laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies
At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Proxies may be nullified or changed by the member only.
ARTICLE XI — Officers and their Duties
Section 1. Enumeration of Officers
The officers of this Association shall be a president and vice president, who shall at all times be members of the Board of Directors; a secretary and a treasurer, who need not be members of the Board of Directors; and such other officers as the Board may, from time to time, by resolution, create.
Section 2. Election of Officers
The election of officers shall take place at the first meeting of the Board of Director following each annual meeting of the members. The Board of Directors shall establish the voting procedure.
Section 3. Term
The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign or shall be removed or otherwise disqualified to serve.
Section 4. Special Appointments
The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal
Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the president or secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein and unless otherwise specified therein. The acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies
A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices
The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. No two or more members of a single household may hold office or board appointment simultaneously.
Section 8. Duties
The duties of the officers are as follows:
President: The president shall preside at all meetings of the Board of Directors and the Association; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall cosign all checks and promissory notes, along with such other persons as designated by the Board of Directors.
Vice President: The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act and shall exercise and discharge such other duties as may be required of him by the Board.
Secretary: The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; cause notice to be served of meetings of the Board and of the members; cause to be kept appropriate current records showing the members of the Association together with their address and shall perform such other duties as required by the Board.
Treasurer: The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the Board of Directors; keep proper books of account; cause an annual audit of the Association books to be made by a qualified entity independent of the Board of Directors at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting.
ARTICLE XII — Books and Records
The books, records and papers of the Association shall at all times during reasonable business hours be subject to inspection by any member. The Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the residence of the officer responsible for the maintenance of such records, where copies may be obtained.
ARTICLE XIII — Assessments
As more fully provided, each Member is obligated to pay to the Association annual and special assessments. Any assessments which are not paid when due shall be delinquent. Regardless of any payment plans set by the Board of Directors. all annual assessments must be paid ON or BEFORE June 15th of that year’s pool season.
ARTICLE XIV — Corporate Seal
The Association shall have a seal in circular form having within its circumference the words: Pleasant Valley Recreation Association, Inc.
ARTICLE XV — Amendments
Section 1. These By-laws may be amended by the majority approval of the members in good standing of the Association.
Section 2. In the case of any conflict between the Articles of Incorporation and these By-laws, the Articles shall control.
ARTICLE XVI — Miscellaneous
The Fiscal year of the Association shall be established as beginning on April 1 (first) and ending on the following March 31st (thirty-first).
ARTICLE XVII — Member Proposals
Members shall be entitled to submit proposals on matters relevant to the business of the Association and within the rights of membership for inclusion in the Notice of Meetings as defined in Article X, Section 3, of the By-laws and inclusion in any proxy statements issued by the Board of Directors. Such proposals shall be presented by the member to the secretary of the Association by mail or in person at least 90 days prior to the end of the fiscal year.
PVRA Membership Types and Their Characteristics
2/3s of membership must own a home in Pleasant Valley
or is up-to-date on any payment plan
Issued to individuals not households
Yearly fee can be prorated
Only required to pay debt retirement component or fee set by the board, whichever is less
Can reactivate at anytime by paying entire operations component fee
Only after notice and hearing for violation of rules or damaging facility
must remain in Pleasant Valley to resign
only if maximum membership is not reached
must sell house or be a non-resident
receive refund if maximum is reached; member waives right to a refund otherwise.
if suspended for non-payment