BY-LAWS

THE COUNTRY CLUB HILLS RECREATION CORP

Adopted at the October 2025 Annual Membership Meeting


ARTICLE I | Name

The name of the corporation shall be the Country Club Hills Recreation Corporation, hereinafter called the Corporation.

ARTICLE II | Purposes

The purposes of the Corporation shall be:

  1. To acquire and own by gift, rent, hire, lease, purchase or otherwise, real, personal and mixed property for swimming, recreation, athletics, education, or civil purposes and welfare of its Members; and to dispose of all or any part of the same by sale, lease, exchange, or otherwise as may be found necessary or convenient for the fulfillment of such purposes.

  2. To develop, improve, operate, maintain and manage such real, personal, or mixed property for the aforesaid purposes, including without limitations the construction of swimming pools and facilities appurtenant thereto, playgrounds, ball fields, tennis and handball courts, picnic areas, parking lots, and structures for community or recreation activity.

  3. To buy and sell food and refreshments of all kinds and such other articles and things as are necessary for the comfort and convenience of the Members.

  4. To do and perform all things incidental, appropriate, convenient, or necessary to the foregoing purposes, or to conduct the affairs of said Corporation, and to have and execute all powers granted to similar corporations under the laws of the Commonwealth of Virginia.

ARTICLE III | Members

Section 1. Membership Criteria

  1. No residency requirements shall exist for renewing Members or when there is no wait list for new applicants. Whenever Membership is at the cap stated in the Corporation’s By-Laws, the Board shall maintain a wait list for new applicants. New applicants who reside inside the quadrant of the City of Fairfax that is east of Chain Bridge Road (Route 123) and south of Fairfax Boulevard (Route 50), shall have priority over all other applicants on the wait list. Once the Board has authorized an applicant’s addition to the Board’s Membership roster, such Membership shall continue to be valid so long as the Member is in Good Standing irrespective of (i) residency or (ii) whether the Member received or is able to produce a Certificate of Membership; and the Board shall not be required to issue Certificates of Membership.

  2. A Member may be an owner or a renter of the home where he/she resides. A child’s residency with his/her Member parent is not invalid solely because the child (i) boards part of the year at school or (ii) divides time between households of separated parents. Membership is personal to the Member and does not convey with the sale of a home.

  3. Membership may only be issued to, and held by, an individual who is at least eighteen years of age (an “Adult”).

Section 2. Rights of Membership

Each Membership in Good Standing is eligible (a) to cast one vote on each matter that is open for vote at a Membership Meeting (regardless of whether the Membership is for a Household of one, two, or larger); and (b) to Renew or Inactivate, consistent with this Article, from one Dues Year to the next. Each Member in Good Standing and his/her registered Household members may use the Facilities in a manner consistent with the public hours schedule and posted rules and regulations. (“Good Standing” means paid up for a given Dues Year and not Inactive, Suspended, or Forfeited.)

Section 2.A. Rights of Season Pass Holder

A Season Pass may be issued to an Adult (the “Holder”) upon such criteria as the Board may establish. A Season Pass entitles the Holder in Good Standing and his/her registered Household members to use the Facilities to the same extent as Members (including swim team participation). A Season Pass is valid only for the Dues Year in which it is issued. A Season Pass carries no voting rights. A Season Pass is not guaranteed renewable; but a Season Pass Holder shall have priority in the next Dues Year (until the Deadline for Late Fee) over new or wait-listed applicants for a Season Pass. A Season Pass is not transferable. A Season Pass may be Suspended or Forfeited for Misconduct, in the same manner as a Membership.

Section 3. Proof of Status

The Corporation will maintain a ledger (“Treasurer’s Ledger”) showing who is a Member in Good Standing, who is a Season Pass Holder in Good Standing, who is Inactive, who is Suspended, and who is registered within a Member’s Household or Season Pass Holder’s Household as authorized to use the Facilities. The Corporation is not required to issue a certificate to any Member or Season Pass Holder; but any Member or Season Pass Holder desiring to verify his/her status for the current Dues Year is entitled to receive a written confirmation in accordance with then-applicable policies of the Board of Directors. The Board of Directors is the sole arbiter of status on the Treasurer’s Ledger.

Section 4. Membership Cap

The Board is authorized to issue no more than Five Hundred (500) active Memberships and Season Passes in aggregate. This figure is for total Memberships or Season Passes outstanding at any given time, of any Household size category; it is not a ceiling on head count. Memberships in Good Standing, as well as Inactive or Suspended Memberships, count when determining the number of new Memberships available for issuance; but Inactive or Suspended Memberships do not count when determining the number of Season Passes available for issuance at any given time. Forfeited Memberships are a nullity and do not count towards the Membership Cap.

Section 5. Authority for Deadlines

The Board may set and impose deadlines (“Deadlines”) by which Members must renew before any Membership will incur a Late Fee as well as the date by which Members must renew (or Inactivate) in order to avoid Suspension. Any changes in the prevailing Deadline schedule will be published promptly to the Corporation’s website.

Section 6. Types of Memberships

The Corporation recognizes the following types of Memberships:

  1. Active Membership – A Membership in Good Standing for which all Assessments and Annual Dues have been paid. Active Members and their registered Household members have full voting rights and Facilities use privileges, subject to posted rules.

  2. Season Pass Holder – An Adult Holder issued a Season Pass for the current Dues Year, with the same Facilities privileges as an Active Member Household, but without voting rights. Season Passes are not guaranteed renewable.

  3. Inactive Membership – A Membership for which the Member has paid the Inactive Fee in lieu of Annual Dues, thereby preserving the right to renew in subsequent Dues Years. Inactive Members and their registered Household members have no voting rights and no Facilities use privileges while Inactive.

  4. Suspended Membership – A Membership temporarily removed from Good Standing due to non-payment of Assessments or Misconduct, subject to reinstatement under Article III, Section 11.

  5. Forfeited Membership – A Membership permanently terminated through resignation, prolonged Suspension, Misconduct, or other grounds defined herein. Forfeited Memberships are a nullity and confer no rights.

Section 7. New or Annual Applications

The Board may require submission of an annual application in a Board-approved format, together with related Assessments, for (i) each new Membership request, (ii) each Member renewal request, (iii) each Member Inactivation request, or (iv) each Season Pass request. The applicant may be required to show the Member’s name, place of residence, name and date of birth of all Household members who the applicant seeks to register for Facilities use privileges in a given Dues Year, nature of relationship if any between the Member and each Household member listed on the application, and any other information the Board may request for purposes of ascertaining eligibility for Membership.

Section 8. Inactive Member Rights

Each Member has the right to submit an application for Inactive Status, together with payment of any related Assessments, instead of renewing and in lieu of Suspension, and thereby preserve the opportunity to renew (or Inactivate again) in the next Dues Year. However, no Member may remain on any combination of Suspended or Inactive Status for more than four consecutive Dues Years. Residency Rule compliance is not required in order to obtain Inactive Status, thereby preserving potential Membership for active-duty service members and others on temporary job assignments. An Inactive Member may not reinstate to Good Standing, mid-season, if reinstatement mid-season would cause the Corporation to exceed its Membership Cap.1 An Inactive Member is not in Good Standing: an Inactive Member and his/her Household has no voting rights and no Facilities rights until renewed and restored to Good Standing.

Section 9: Suspension

  1. Grounds: A Membership may be suspended for:

    1. Non-payment of Annual Dues, Assessments, or Fees by the published deadline; or

    2. Misconduct as defined in Article III, Section 11.

  2. Effect of Suspension: A Suspended Membership is not in Good Standing. The Member and Household lose voting rights and Facilities privileges until reinstated.

  3. Reinstatement: A Suspended Member may apply for reinstatement by paying all outstanding obligations and any applicable reinstatement fees, provided reinstatement does not cause the Corporation to exceed the Membership Cap.

  4. Time Limit: A Membership not reinstated by Labor Day of the Dues Year will be assessed a Suspension Fee in addition to all other obligations. A Membership suspended for two consecutive Dues Years without reinstatement shall be deemed Forfeited.

  5. A Suspended Membership is not entitled to any refund of Annual Dues, Assessments, Fees, or Initiation Fees.

Section 10: Forfeiture

  1. Voluntary Forfeiture: A Member may surrender Membership by written notice to the Board.

  2. Automatic Forfeiture: A Membership is deemed Forfeited if:

    1. Suspension continues for two consecutive Dues Years without reinstatement; or

    2. Forfeiture is imposed for Misconduct under Article III, Section 11.

  3. Effect of Forfeiture: A Forfeited Membership is permanently terminated, is a nullity, and conveys no rights to voting, renewal, or use of the Facilities. A new application, including Initiation Fee, will be required for any future Membership.

  4. Forfeiture of Membership does not entitle the Member to any refund of Annual Dues, Assessments, Fees, or Initiation Fees previously paid.

Section 11. Misconduct

  1. Definition: Misconduct includes violation of posted Facility rules, criminal activity at the Facilities, or conduct that endangers staff, Members, guests, or property.

  2. Temporary Limitations: The Pool Manager on duty may temporarily restrict access to the Facilities for up to three (3) business days to address immediate health, safety, or welfare concerns.

  3. Board Action: The Board shall investigate alleged misconduct and give the Member an opportunity to respond. Following review, the Board may impose corrective actions including fines, restitution, temporary suspension, or forfeiture of Membership.

  4. Decision Standard: Corrective actions shall require approval of at least one-half of the Directors then in office and shall be final and binding.

  5. Disciplinary action taken for Misconduct, including Suspension or Forfeiture, shall not entitle the Member to any refund of Annual Dues, Assessments, Fees, or Initiation Fees.

Section 12. Refunds

No portion of Annual Dues, Assessments, Fees, or Initiation Fees shall be refunded once paid, regardless of whether Facilities are available for use, except as expressly authorized by the Board in extraordinary circumstances.

Section 13. Household Size

The Board will treat each individual who resides at the Member’s address of record as constituting a single Household for application purposes, to the extent the Household’s composition is consistent with City of Fairfax occupancy regulations and (i) the Household consists solely of the Member’s nuclear family or (ii) the Household size does not exceed four individuals including the Member. A nuclear family for purposes of this rule means one or two Adults plus their common children or stepchildren or legal wards, regardless of the number or age of such children. Whenever an application shows a Household size greater than four individuals in total with any mix of residents who are not the same nuclear family (such as an application that includes a live-in care provider or includes grandparents along with grandchildren), the Board may adopt a head-based surcharge policy in lieu of requiring multiple Memberships at the same address.

Section 14. Transfer Limitations

Virginia law does not permit Members to sell, gift, or otherwise transfer a Membership. Memberships therefore have no resale or redemption value in the hands of a Member; and Memberships do not convey with sale of a home. The Board will, however, accommodate Members as follows:

  1. A Member in Good Standing (or his/her executor) may surrender an existing Membership to the Board for purposes of facilitating issuance of a new Membership to another Adult in the same Household. In such a case, the Board will issue the new Membership without requiring a new Initiation Fee and without regard to any Membership wait list. If there is any balance remaining upon the surrendering Member’s Initiation Fees, the new Membership will not be issued until that balance is paid.

  2. A Member in Good Standing (or his/her executor) may surrender an existing Membership to the Board for purposes of facilitating issuance of a new Membership to an Adult who has purchased the original Member’s home within the City of Fairfax, to the extent such home is owner-occupied by the purchasing Adult. In such a case, the Board will issue the new Membership without requiring a new Initiation Fee and without regard to any Membership wait list. If there is any balance remaining upon the surrendering Member’s Initiation Fees, the new Membership will not be issued until that balance is paid.

  3. Any Membership once issued may be increased or decreased in Household size (and associated Annual Dues) without triggering a transfer issue as long as the original Member in whose name it was issued continues to be the responsible party on the Membership.

Section 15. Retirement of Old Certificates

The holder of any certificate previously issued by the Corporation, if denominated as a “bond” or any other designation signaling Corporate debt, is entitled to redeem such certificate upon presentation to the Corporation of the original certificate. Photocopies and claims for lost certificates will not be honored. If the Board is satisfied that the certificate is authentic and the presenter is a proper claimant, then the Board will redeem the certificate for its original issuance price reduced by all unpaid Assessments that would have been expected to accrue since the certificate’s issuance date. If the certificate states no issuance price, the issuance price will be deemed to be $336 (which is the highest recorded issuance price ever). If the certificate states no issuance date, the date will be deemed to be June 1, 2005 (which is later than the last time any certificate is believed to have been issued). Any presenter who disputes the Board’s records has the burden of demonstrating that the Board’s records are inaccurate. The Board shall physically destroy any certificate so redeemed. Redemption of a certificate in accordance with this Section shall result in Forfeiture of any Membership rights that had not previously lapsed.

Section 16. Guest Passes

Each Member who has paid his/her Assessments in full by May 1 of the current Dues Year will be entitled to ten (10) complimentary guest passes. Complimentary guest passes are valid only in the year of issuance. The Board may set terms and conditions for the purchase of additional Guest Passes. Each guest pass is valid, prior to its expiration, for use of the Facilities by one individual, on one day, when accompanied by someone from the Member's Household.

ARTICLE IV | Board of Directors

Section 1. Composition and Eligibility

The Corporation shall be managed by a Board of Directors. The Board shall be limited to eleven (11) seats, inclusive of any separately elected Officer(s). Only an adult who is a Member in good standing (or part of a household’s Membership in good standing), may serve upon the Board. Only one Adult from the same household’s Membership may serve concurrently upon the Board.


Section 2. Election and Terms

Officers and Directors for the first year shall be as set forth in the Corporation charter. Thereafter, members of the Board of Directors shall be elected at the Annual Membership Meeting of the Members in Good Standing for a term ending with the next Annual Membership Meeting of Members.

Section 3. Attendance and Removal

If a Director or an Officer fails to attend three consecutive regular meetings of the Board of Directors, his office as a Director or as an Officer and Director may be declared vacant by the Board of Directors after consultation with said Director or Officer and the vacancy filled as herein provided. If a Director, or an Officer and Director, fails to perform any of his other duties as a Director, or as an Officer and Director, his office may be declared vacant by the Board of Directors after consultation with said Director of Officer and the vacancy filled as herein provided.

Section 4. Vacancies

Vacancies on the Board of Directors shall be filled by the Board by approval of two-thirds of the members of the Board of Directors present at duly called meeting of the Board. Such appointments shall serve until the next Annual Membership Meeting as specified in Article IV, Section 2.

ARTICLE V | Meetings and Duties of Directors

Section 1. Regular and Special Meetings

Regular meetings of the Board shall be held one per month on a date designated by the Board. Special meetings may be called by the President, and shall be called by request of any five Directors. Five days written notice for all meetings shall be given to each Director. 

Section 2. Special Meetings Requested by Members

A special meeting of the Board of Directors shall also be called upon the written request of any twenty-five Members at which meeting duly designated representatives of said Members may attend to present any problem and proposed solutions for consideration by the Board.

Section 3. Location of Meetings

Meetings of the Board shall be held at times and places within the Membership area as defined herein and as determined by the Board of Directors.

Section 4. Powers and Duties of Directors

The duties of the Directors shall be to control and manage the business of the Corporation. Their authority shall extend to, but not be limited to, such actions as:

  1. Publishing and enforcing reasonable rules for the use of the Corporation’s facilities.

  2. Establishing annual dues and fees.

  3. Adopting reasonable rules concerning the admission of guests and the charges, if any, to be levied upon Members who invite such guests.

  4. Accepting or rejecting proposed Members.

  5. Determining the opening and closing dates of the Corporation’s swimming season.

  6. Hiring and termination of any persons employed by the Corporation provided that the Board shall delegate emergency authority in this matter to the President, and in his absence the Vice President, Chairman of the Operation Committee, or Treasurer, respectively.

  7. Preparing and submitting to the Members each year a financial report not later than at the Annual Membership Meeting.

  8. Authorizing the incurring of obligations and the payment of such obligations.

  9. Naming an audit committee or otherwise providing for competent audit of the Corporation’s books and records at least annually.

  10. Determining reasonable rates of depreciation and adopting a reasonable plan for replacement of depreciable assets.

  11. Electing Officers and Directors to fill vacancies.

ARTICLE VI | Officers

Section 1. Officers Defined

The Officers of the Corporation shall be a President, Vice President, a Treasurer, Secretary, and Chairs of the various standing Committees.

Section 2. President – Duties

The President shall preside over all meetings of the Directors and Members. He shall perform such other duties as customarily pertaining to the office of President, or as he may be directed to perform by resolution of the Board of Directors or by resolution of the Members.

Section 3. Vice President – Duties

The Vice President shall have and exercise all the powers, authority and duties of the President during the absence of the latter or in his inability to act. In addition, he shall perform such duties as may be assigned to him by the Board of Directors.

Section 4. Treasurer – Duties

The Treasurer shall have custody of all funds, securities, fiscal papers, and other intangible assets of the Corporation. He shall receive the dues and other revenues of the Corporation and pay its bills as authorized by the Board of Directors. He shall provide and maintain full and complete records of all the assets and liabilities of the Corporation. He shall prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the Corporation as of the last day of the preceding month. He shall prepare such tax reports as local, state, and federal agencies may require.

Section 5. Secretary – Duties

The Secretary shall maintain accurate lists of Members, Officers, and Directors in the Corporation’s Book of Members, Officers and Directors. He shall also keep minutes of Directors’ and Members’ meetings in the official file of the Corporation’s papers. He shall give the required notice of all meetings. He shall have custody of all books, records, and papers except those in possession of the Treasurer.

Section 6. Election and Removal of President

The President shall be elected at the Annual Membership Meeting of the Members for a term ending with the next such Annual Membership Meeting. The Board may remove the elected President for cause or for failure to meet the attendance requirements expected of any other Director (see Article IV, Section 3).

Section 7. Appointment and Removal of Other Officers

All other Officers shall be appointed by the Board at its first regular Board meeting following the Annual Membership Meeting of the Members, for terms ending with the next such Annual Membership Meeting. The Board may remove any appointed Officer without cause. (For removal by the Members, see Article XII, Section 2.)

Section 8. Filling Vacancies

Vacancies Officers (including the Office of President) shall be filled by the Board of Directors.

ARTICLE VII | Committees

Section 1. Standing Committees

The following standing committees shall be appointed by the Board for the purpose of assisting the Directors of the Corporation and the Board of Directors in the performance of their duties. The chairmen of these committees shall be members of the Board of Directors.

  1. Operations

  2. Engineering and Maintenance

  3. Finance

  4. Membership

  5. Swim Team

Section 2. Authority of Committees

All committees shall be under the direction of the President and subject to authority delegated by the Board of Directors.

Section 3. Operations Committee

The Operations Committee shall prepare rules for use and operation of all facilities of the Corporation and shall arrange for proper operation of all facilities.

Section 4. Engineering and Maintenance Committee

The Engineering and Maintenance Committee shall plan for and supervise the maintenance and repair of all facilities and grounds of the Corporation, and shall be responsible for site planning.

Section 5. Finance Committee

The Finance Committee shall prepare the annual budget for submission to and approval by the Board of Directors, and advise the President and Board of Directors respecting the financial affairs of the Corporation. The Treasurer shall be chairman of the committee.

Section 6. Membership Committee

The Membership Committee shall investigate and report to the Board of Directors regarding the desirability of applicants for membership. The committee shall investigate charges of misconduct and other activities prejudicial to the best interests of the Corporation and report such findings to the Board of Directors in such instances where temporary suspension of membership privileges is recommended or where expulsion from membership is recommended. No such investigation or report is required where recommended suspension or expulsion is based on non-payment of dues.

Section 7. Swim Team Committee

The Swim Team Committee shall attend to the publication of swim team affairs and shall submit to the Board of Directors for approval a program of scheduled Swim Team use of the facilities of the Corporation as appropriate or required.

Section 8. Temporary Committees

The Board shall be authorized to appoint such temporary committees as deemed necessary to attain the objectives of the Corporation.

ARTICLE VIII | Dues, Assessments, and Fees

Section 1. Authority

The Board of Directors shall establish Annual Dues, Initiation Fees, Reinstatement Fees, Inactivity Fees, Suspension Fees, Guest Fees, and such other fees or Assessments as may be necessary to meet the Corporation’s operating expenses, capital improvements, and reserves. The prevailing schedule of dues and fees shall be published promptly on the Corporation’s website.

Section 2. Carry-Forward of Unpaid Obligations

Any unpaid Annual Dues, Assessments, Late Fees, or other Board-approved charges shall remain a continuing obligation of the Member or Season Pass Holder and shall carry forward indefinitely until paid in full, unless otherwise waived or compromised by the Board.

Section 3. Payment Deadlines

All Annual Dues shall be payable not later than May 15 of each Dues Year, unless otherwise determined by the Board. The Board may impose Late Fees or Suspension for failure to pay by published deadlines.

Section 4. Refunds

Dues and Assessments are non-refundable once paid, except at the discretion of the Board.

Section 5. Special and Summer Membership Fees

Fees for special and summer membership privileges shall be determined by the Board of Directors and shall be payable in advance of granting the privileges.

Section 6. Initiation Fee

An initiation fee will be charged for each new member after 18 November 1967. Initiation Fees are non-refundable. 

Section 7. Guest Fees

The Board shall establish fees for the use of Facilities by guests, unless otherwise provided in these By-Laws. 

ARTICLE IX | Membership Meetings

Section 1. Annual Membership Meeting

A regular Annual Membership Meeting shall be held in or near October of each year, at such time and place as the Board of Directors shall designate.

Section 2. Special Meetings

A Special Meeting of the Members may be called by the President, and shall be called by him on the written request of not fewer than forty-five (45) Memberships, or upon written request of eight (8) members of the Board of Directors. Special Meetings will be held within thirty (30) days after the receipt of the written request.

Section 3. Notice of Meetings

At least ten days before any Annual, Special, or other Meeting of the Members, the Secretary shall cause written notice thereof to be publicly posted. The notice shall, in the case of a Special Meeting, specify the business to be transacted.

Section 4. Voting Eligibility List

Ten days prior to any annual or special meeting, the Membership of the Corporation shall be closed and a list of Memberships eligible to vote shall be made by the Secretary and furnished to the Elections Committee or the President, as the case may be.

Section 5. Order of Business

As far as it applies, the following order of business shall be observed at all meetings of members:

  • Roll Call of Officers and Directors

  • Reading, correction, and approval of minutes of previous meetings

  • Reports of Officers

  • Reports of Committees

  • Election of Officers and Directors

  • Old Business

  • New Business

  • Roberts Rules of Order shall be followed.

ARTICLE X | Quorums

Section 1. Board of Directors

A majority of the Directors then in office shall constitute a quorum for the transaction of business at any Regular or Special Meeting of the Board of Directors.

Section 2. Membership Meetings

At any Annual or Special Meeting of the Members, after one hundred (100) Memberships have been accepted, two percent (2%) of the Memberships of record shall constitute a quorum.


ARTICLE X | Property and Finance

Section 1. Authority to Encumber Assets

The Board of Directors is authorized to encumber the assets of the Corporation for the purpose of purchasing land and constructing the swimming pool and related facilities.

Section 2. Sale or Transfer of Personal Property

Personal property of the Corporation, tangible and intangible, may be sold or transferred only for the benefit of the Corporation, and only after the Board of Directors shall have approved the transaction.

Section 3. Real Property Transactions

Real property may be acquired by the Board of Directors; however, no real property may be sold, transferred, or encumbered unless approved by a majority of the Members present at a duly held Meeting of the Members, except as authorized in Article X, Section 1.

Section 4. Deposits of Funds

The funds of the Corporation shall be deposited only in financial institutions the deposits of which are insured by the Federal Deposit Insurance Corporation.

Section 5. Timeliness of Deposits

All funds of the Corporation shall be deposited with reasonable promptness following their receipt, provided that, however, receipts in aggregate of $100.00 or less need not be deposited more often than once a week.

Section 6. Disbursements and Petty Cash

All disbursements of funds of the Corporation shall be made by checks signed by the Treasurer, President, or Vice President; provided, however, that the Board of Directors may, by resolution, provide for the establishment and replenishment of a petty cash fund to be maintained by the Treasurer in a maximum amount of one hundred dollars ($100.00), for postage and for defraying other expense items of the Corporation.

Section 7. Treasurer’s Fidelity Bond

The Board of Directors shall require an adequate fidelity bond for the faithful performance by the Treasurer of his duties, the premium to be paid from corporate funds.

Section 8. Investments

Any funds of the Corporation not immediately required for the purpose of the Corporation may be invested only in obligations of the United States Government or maintained in accounts or other instruments that are insured by the Federal Deposit Insurance Corporation. They may not be loaned to or invested with an Officer, Director, or Member of the Corporation, or to or with any other person, agency, or government instrumentality.

Section 9. Account Reviews

The accounts of the Corporation shall be reviewed annually or bi-annually by a method to be specified by the Board of Directors. The report of this review is to be presented at the Annual Membership Meeting of the Members. The reviewer shall not be an Officer, Director, or Member of the Corporation.

ARTICLE XI | Amendments to the By-Laws

Section 1. Amendments by Board of Directors

Amendments to these By-Laws may be adopted by the affirmative vote of two-thirds of the Directors present at a duly held meeting of the Board of Directors. Such amendments shall be effective thirty (30) days after adoption, and shall remain effective unless rejected by a majority vote of the Members present at the next duly held meeting of the Members of the Corporation. All Members shall be notified in writing of such amendments by the Secretary within ten (10) days after adoption by the Board of Directors.

Section 2. Amendments by Members

Amendments to these By-Laws may be adopted by the affirmative vote of a majority of the voting Members present at a duly held meeting of the Members of the Corporation after advance notice has been given to the Members of changes to the By-Laws which will be considered at the meeting.

ARTICLE XII | General Provisions

Section 1. Conformity with Laws and Charter

All powers, authority, duties, and functions of the Members, Directors, Officers, and employees of the Corporation shall be exercised in strict conformity with applicable provisions of the laws and regulations and of the Charter and By-Laws of the Corporation.

Section 2. Removal of Directors or Officers by Membership

Any Director or Officer of the Corporation may be removed from office as a Director and/or as an Officer by the affirmative vote of a majority of the entire record membership at a duly held special meeting called for the purpose, but only after an opportunity has been given him to be heard.

Section 3. Temporary Designation of Officers

When any Officer is absent or otherwise unable to perform the duties of his Office, the Board of Directors may, by resolution, designate another Director to act temporarily in his place.

Section 4. Recording of Meet

Returns of elections and proceedings of all meetings of the Board of Directors and members shall be recorded in the minute books.

Section 5. No Compensation for Directors or Officers

No Officer or Director of this Corporation shall receive any compensation or salary for services rendered this Corporation as an Officer or Director.

Section 6. Effectiveness of By-Laws

These By-Laws shall become effective immediately upon approval of the Board of Directors and shall remain in effect until amended in accordance with provisions contained Herein.