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FAPTO By-Laws

Fitness Association of the USPTO

A Virginia Nonstock Non Profit Corporation Charter and Bylaws

 

Article I: Name and Purpose

Section 1. Name: The name of this organization is: Fitness Association of PTO, hereinafter the Association.

Section 2. Purpose: The purpose for which the Association exists is to provide an opportunity for all members as defined in Article II herein to improve their general health and well-being through the use of the PTO Fitness Center and related programs and activities.

Section 3. Organization: The Association is and shall remain a nonprofit, nonstock corporation, organized and incorporated under the laws of the state of Virginia.

Article II: Membership

Section 1. Membership: The Association shall have the following classes of membership: Regular Membership shall be open to any employee of the United States Patent and Trademark Office (PTO), including full-time, part-time, temporary or contract employees, upon payment of an initiation fee plus annual dues and completion of the application process. Regular members shall have full voting rights and be eligible to serve on the Board of Directors and other positions of the Association which may be established according to these bylaws. Associate Membership shall be open to eligible classes of non-PTO employees to be determined by the Board of Directors, space permitting, upon payment of an initiation fee plus annual dues and completion of the application process. The Board of Directors shall have discretion to establish additional categories of membership. No membership shall be denied on the basis of sex, sexual orientation, race, religion, national origin, color, age or disability.

Section 2. Membership term: Regular membership in the Association shall continue as long as: (1) Annual dues are paid in full on an annual basis or are being paid through biweekly payroll deduction; (2) the person remains employed by the PTO; and (3) membership has not been revoked or suspended upon the direction of the Board of Directors for good cause. Associate membership, or other category of membership established by the Board pursuant to Article II, Section 1c, shall continue as long as: (1) Annual dues are paid in full on an annual basis or on some other basis to be established by the Board of Directors; (2) the person remains a member of an eligible group for membership as defined by the Board of Directors pursuant to section 1b; and (3) membership has not been revoked or suspended upon the direction of the Board of Directors for good cause.

Section 3. Reinstatement: The Board of Directors may reinstate a suspended member upon such terms and conditions as it may prescribe, including the payment of a reinstatement fee.

Section 4. Membership Limit: A limit on the total number of members with facility use privileges may be established by a majority vote of a quorum of the Board of Directors in attendance at a scheduled Board Meeting.

Article III: Membership Meetings

Section 1. Annual Meeting: The first annual membership meeting of the Association shall be held on a date approximately six months after the opening of the PTO Fitness Center at a time and place to be determined by the Provisional Board of Directors, described herein at Article IV, Section 1. There shall be a regular meeting of the membership held each year on a date approximately 12 months after the first annual membership meeting and time to be determined by the Board of Directors. The Board of Directors shall notify members of the time and place of the meeting at least one week prior to the scheduled meeting day.

Section 2. Special Meetings: Special meetings of the members shall be held at such time and place whenever the Board of Directors determines that the business of the Association necessitates such a meeting . A special meeting shall be scheduled promptly by the Board of Directors whenever the Board receives a petition calling for such a meeting signed by twenty five (25) percent or more of the regular members. The Board of directors shall notify member of the time, place and purpose of such meeting at least one week prior to the scheduled meeting day.

Section 3. Quorum: The presence of ten (10) percent of the regular members at a regularly scheduled annual meeting shall constitute a quorum. At a special meeting, as defined in Article III, Section 2, the presence of twenty (20) percent of the regular members shall constitute a quorum.

Section 4. Voting: The right to vote on any matter at a membership meeting shall be restricted to regular members whose dues are current as of the date of the meeting. Each member shall be entitled to one vote. Except as otherwise provided for herein, a simple majority of the members present and voting, or voting by mail or authorized proxy evidenced in writing, shall prevail on any matter put to a vote of the members.

Article IV: Board of Directors

Section 1. Membership:

Elected Directors: The Board of Directors of the Association shall consist of nine (9) directors elected by the regular members of the Association. Members of the Board shall be PTO employees and regular members of the Association in good standing at the time of their election and while so serving. A provisional Board of Directors shall serve until the first annual membership meeting, as described in Article III, Section 1. The Provisional Board of Directors will be composed of the members of the Partnership Fitness Team named in the articles of incorporation.

PTO Liaison: The Board of Directors shall also include a position for a PTO Liaison who is appointed by PTO to work in conjunction with the elected Board Members in carrying out the duties of the Board. The PTO Liaison shall have the right to attend all regularly scheduled Board meetings and the right to a single vote on all matters put to vote as set out in Article IV, Section 7 herein. The term of the PTO Liaison shall be indefinite, to be determined by the PTO.

Section 2. Election and Term of Directors:

First Elected Board of Directors: The first elected Board of Directors to follow the provisional board of directors shall be comprised of three members of the Provisional Board of Directors to be selected by a vote of the members of the Provisional Board of Directors, and six members elected to special terms. The three Directors who were members of the Provisional Board of Directors shall each serve a one year term. Three (3) of the six elected members shall be elected specifically to serve a two year term. The remaining three (3) of the six elected members shall be elected specifically to serve a three year term. At each annual election following the First Elected Board of Directors, there will be three regular vacancies to fill by election.

Term of Office: After the special terms to be served by the first Elected Board of Directors as provided for in section 2A, Directors shall serve terms of three years unless they resign or are removed in accordance with the provisions of section 4 of this Article.

Election of Board of Directors: Prior to each annual meeting of the membership, the Board of Directors shall designate a nominating committee which shall recruit at least one candidate for each vacancy on the Board of Directors who are regular members and willing to serve on the Board of Directors. Nominations may also be made by petition signed by at least ten (10) members in good standing, and submitted to the Board of Directors by such date prior to the annual meeting as the Board of Directors shall set.

Section 3. Vacancies: Any vacancies which occur in the Board of Directors between annual meetings of the membership shall be filled by the Board of Directors upon a majority vote of the remaining Directors in attendance at a scheduled Board meeting.

Section 4. Removal: A director who fails to attend scheduled Board meetings as set out in Article IV, Section 5b herein may be removed by a majority vote of the members of the Board of Directors in attendance at a scheduled Board meeting. A director may also be removed for cause by a majority vote of the members of the Board of Directors in attendance at a scheduled Board meeting, after, the director is given an opportunity to be heard before a quorum (defined herein at Section 7) of the Board members. Cause must be established by proof of actions taken without authority and beyond the scope of these bylaws.

Section 5. Meetings:

Scheduling of Meetings: The Board of Directors shall meet as often as the needs of the Association require and a meeting may be scheduled by any member of the Executive committee of the Board of Directors, as defined in section 6 herein. Board members shall be notified of any scheduled meeting at least twenty-four (24) hours in advance of such meeting. Board of Directors meetings are normally open to members who may participate fully in discussion of any matter brought before the Board.

Attendance of Board Members: All Board members shall attend each meeting of the Association. Should a Board Member be unable to attend a scheduled meeting, the Board member must notify the Secretary within 48 hours of the meeting, or within a reasonable time if the meeting is scheduled with less than 48 hours notice. A board Member’s failure to notify the Secretary that he or she will not attend a scheduled meeting will result in an unexcused absence. Three (3) unexcused absences will result in the removal of the Board Member from the Board of Directors of the Association if mandated by a majority vote of the Board of Directors in attendance at the scheduled Board meeting following the third unexcused absence. This bylaw shall constitute notice to all Board Members that three (3) unexcused absences will result in the removal of a Board Member from the Board of Directors, subject to a majority vote of the Board of Directors.

Section 6. Officers: The Board of Directors shall elect from among their number a President, Vice-President, Secretary and Treasurer; the four of whom shall constitute the Executive Committee of the Board of Directors. Subject to ratification or modification of their actions by the full Board of Directors specified by Article IV, Section 7 herein, members of the Executive Committee shall have full authority to act on behalf of the Association with regard to any matter falling within the area of their offices; jurisdictions or for which they have been charged with responsibility by the Board of Directors or by the President of the Board. Any member of the board of Directors shall be entitled to attend any regularly scheduled meeting of the Executive Committee.

Powers and duties of the President: The President shall be the Chief Executive Officer of the Association and shall have general charge of and responsibility for all of the business affairs of the Association. In the absence of the Treasurer, the President or his or her designee from among the Executive Committee will sign checks. The President shall preside at all meetings of the members of the Association.

Powers and duties of the Vice-President:. The Vice-President shall assist the President in carrying out the President’s duties and in the absence or disability of the President shall carry out the duties of the office of the President.

Powers and duties of the Secretary: The Secretary shall give, or cause to be given, notice of all membership meetings and all other notices required by law or by these Bylaws. The secretary shall record all the proceedings of the meetings of the members and the Board of Directors in books provided for that purpose. The Secretary shall perform all the duties generally incident to the Office of the Secretary.

Powers and duties of the Treasurer: The Treasurer shall have custody of all funds of the Association and shall keep full and accurate accounting of receipts and disbursements in books belonging to the Association. These records shall be made available by the Treasurer for scheduled periodic reviews or audits. The Treasurer shall deposit all moneys in the name and to the credit of the Association in such depository or depositories as the Board of Directors may designate.

The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall render to the members at the annual meeting, and to the President whenever the President so requests, an accounting of all of the Treasurer’s transactions as Treasurer and of the financial condition of the Association.

The Treasurer shall perform all duties incident to the office of Treasurer, subject to the control of the members and the Board of Directors.

Section 7. Quorum: The presence of five (5) Directors shall constitute a quorum and, except for the removal of a member of the Board of Directors, all matters put to vote shall be decided by a majority of those directors present and voting.

Section 8. Power and Duties: The Board of Directors and its Executive Committee and other designees, shall have all the power and authority necessary to carry out the purpose for which the Association exists, and to protect and preserve the interests of the Association including, but not limited to:

  • Contracting for the management and operation of Association programs, Activities, and facilities
  • Contracting for insurance covering any potential liability of the Association, its managing agents, Board of Directors or members.
  • Contracting for any other services, equipment or supplies it determines are needed by the Association.
  • Setting terms and conditions of membership, including dues and fees schedules.
  • Establishing and enforcing rules and regulations for the use of Association facilities and for participation in Association programs and activities.
  • Incorporating, liquidating or dissolving the Association as it determines is appropriate.

Section 9. Compensation: Members of the Board of Directors shall not receive payment for services rendered to the Association, including service on the Board of Directors.

Section 10. Decisional Immunity: No Director or Officer of the Association may be sued by any member of the Association on the basis of any decision made, within the authority of these bylaws, in the course of carrying out his or her duties as a Director or Officer.

Article V: Amendments to Bylaws

These By-laws may be amended by (1) a majority vote of the membership at any scheduled meeting of the membership where the notice of the meeting has announced that amending the by-laws will be a matter placed before the membership or (2) a majority vote of the Board of Directors in attendance and voting at a scheduled board meeting, provided that such amendment initiated by the Board of Directors shall be placed before the membership for ratification by majority vote within sixty (60) days of its adoption by the Board of Directors.

Article VI: General

Section 1. Conformity with law: All the powers, authority, duties and activities of the Association, its members, Board of Directors, employees and agents shall be exercised or carried out only in conformity with these By-laws and all applicable laws, ordinances and regulations of the State of Virginia.

Section 2. Records and Accounts: All Association records and Books of account shall be maintained by the Secretary and the Treasurer of the Board of Directors and, except for members’ health records and personal files of any Association member or employee or agent, shall be open for inspection by any member upon written request with reasonable notice . The Secretary and Treasurer shall also cause a financial report to be prepared annually.