Bylaw and Articles Changes
At the Annual Meeting on September 2, 2019, voting will open for approval of the Amended and Restated Bylaws of McLean Swimming and Tennis Association and Articles of Amendment to the Articles of Incorporation of McLean Swimming and Tennis Association.
The proposed Amended and Restated Bylaws can be found HERE.
The proposed Articles of Amendment to the Articles of Incorporation can be found HERE.
The Bylaws and Articles of Incorporation are the foundation for the operation of MSTA and guide the Board in its decision-making. Below is a recap of the summary of these changes. Your support of these changes will help MSTA continue to grow and adapt to the needs of our membership.
Below are highlights of the most significant changes:
- Number of Members
In 2015, the Board successfully petitioned the Fairfax County Board of Supervisors to allow an increase in MSTA’s memberships from 300 members to 500 members. The 2008 Bylaws set the maximum number of memberships at 450. The 2019 update now allows for the lesser of either 500 memberships or the maximum amount allowed by Fairfax County. The Articles of Incorporation currently limit membership to 400 members, which will also be amended to “no more than 500 members”.
- Classes of Membership:
The 2008 Bylaws and the Articles of Incorporation limit membership to one class of members equity members, also stated as “active” members in the Bylaws. The Bylaws provide that if an equity member declines to use its membership for any given membership year it may “rent” that right to another party temporarily. The Articles of Incorporation, however, note specifically that a member may not at any time transfer its membership to another party. To ensure that members can “rent out" their membership without violating the prohibition on transfer set forth in the Articles of Incorporation, the Board revised the Bylaws and the Articles of Incorporation to provide for two types of membership – (1) Equity, with all of the same rights as current Equity Members, including voting rights and (2) Temporary, limited to a maximum of one year, with use rights only and no voting rights.
Temporary memberships may be determined by the Board from year to year based on the financial needs of MSTA and may include additional types of membership categories not currently available- such as an “empty nesters” rate of membership. To address the needs of our membership in allowing members who may be temporarily out of the area for a few years to continue to be equity members but allow another party to temporarily use the membership in the equity member's absence, the Bylaws will also allow an “inactive membership” that allows equity members to pay a nominal fee to retain their equity share and allow MSTA to rent the membership to another party for the year. See below, Inactive v. Active Members.
At no point will the total number of memberships, whether Equity or Temporary, exceed 500.
- Inactive vs Active Members
Under the 2008 Bylaws, if a member chooses to forego its membership privileges, the options are to either sell their Equity share to a new member or temporarily rent the rights of membership to new temporary member. Until their equity is successfully sold or rented, that member is required to pay dues to ensure their membership is not forfeited. The Board addressed this problem by allowing members to declare their membership “inactive” for the membership year by notifying MSTA no later than April 30 of any membership year and paying a nominal fee to preserve their Equity share. This removes the burden of paying full dues on members who may be temporarily out of the area or who are awaiting the sale of their membership. This also allows MSTA to more efficiently manage memberships.
Under the 2019 update, declaring a membership “inactive” is the same as requesting to sell or rent an Equity membership without requiring full payment of dues. The Board understands that there is a potential for lost revenue if more members declare “inactive” than those that remain active; however based on MSTA’s historic ability to rent those “inactive” memberships to other families on a temporary basis, we do not expect this to be a problem.
- Electronic Voting
The 2008 Bylaws do not provide guidance for conducting membership votes using current, on line voting technology. Currently, the Virginia Nonstock Corporation Act allows for online voting. The Board, therefore, felt it was important to include the option to allow online voting in the Bylaws. This will allow our members to have greater flexibility in their participation as voting members of MSTA.
- Quorum and Voting Requirements
The Board proposes new voting and quorum requirements to both facilitate the business of the club and to clarify how important decisions affecting the club are agreed. The new Bylaws require a quorum of 30% of the Equity members to be present either in person or by proxy at any meeting or vote of the membership for purposes of passing special assessments, amending the Bylaws or the disposition of any MSTA land. The previous quorum requirements varied from majority of the membership to majority present at a membership meeting. The new bylaws also require approval of any of these measures by 2/3 of those voting.
- Terms and Number of Directors
The 2008 Bylaws provide for only a one-year term for the Board of Directors. The Board believes this hinders MSTA’s stability and success as each year a significant number of Board members may turnover, with the result that historical knowledge and understanding of the operation of MSTA is lost. The 2019 update provides for 2year, staggered terms, so that in any given year at least ½ of the Board is retained to pass along its institutional knowledge and ensure that longterm goals of the club remain part of the agenda from year to year.
The 2008 Bylaws require a Board of 15 directors. In some years, it has been a struggle to achieve a Board of 15 members who volunteer their time with the drive and ambition necessary to lead MSTA. The 2019 update allows MSTA to continue to operate within its Bylaws in the event that in any given year an election of directors yields between 11 and 15 directors.
If you have any questions about the bylaws or articles please reach out to any Board of Director or email email@example.com.