bylaws
FITNESS ASSOCIATION OF USPTO
A VIRGINIA NONSTOCK NON PROFIT CORPORATION
CHARTER AND BYLAWS
Article I:
Article II:
Article III:
Article IV:
Article V:
Article VI: Name and Purpose
Membership
Membership Meetings
Board of Directors
Amendments to Bylaws
General
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membership has not been revoked or suspended upon the direction of the Board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 members 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.
Page last modified August 1, 2005
Management Contract Awarded to
Sport & Health Company
The FAPTO Board of Directors has awarded the management contract for
daily operations of the Center the Sport & Health Company, headquartered
in McLean, Virginia. Sport & Health has the most fitness center
locations in the DC Metro area with over 1,800 employees, and two of its
centers are right here in Crystal City. This is the company's second
contract for management of another organization's fitness center.
As part of the new contract, Sport & Health will offer access to its two
other Crystal City locations at a special fee rate to FAPTO members. For
members who elect this option there is a one-time administration fee of
$50, and an additional monthly fee of $25 paid to Sport & Health.
Members may elect this option at any time, but must be members of the
FAPTO to receive this benefit. Additional amenities include basketball,
swimming, racquetball, tennis and cycling, and access to the Sport &
Health facilities in Crystal City, including weekends.
Sport & Health will offer increased aerobic programming, access to
sports facilities and space to the FAPTO without increasing costs for
the members who do not want to access the additional facilities. We look
forward to an exciting future under Sport & Health management.
Sport & Health will assume management of the Center on August 15, 2001.
Look for Sport & Health representatives at the USPTO Community Day on
August 2, 2001 (rain date August 7, 2001) at Crystal Park Plaza from
11:00 a.m. to 2:00 p.m.
• Abs - Strengthen your abdominal muscles and lower back with this toning class. Beginner to advanced.
• Belly Dance – Move your body to the rhythm of the music! Utilize your abdominal muscles in ways you never
thought possible! Have fun with your cardio workout! Beginner to advanced.
• Boot Camp – Calisthenics, push-ups, sit-ups—military-based training to get your heart pumping and your
muscles working. Beginner to advanced.
• Dance Aerobics- Traditional aerobics in a dance-based format for the dancer in you! Includes low-impact
movements such as step-touch, grapevine, cha-cha and mambo. Beginner to advanced.
• Muscle Fit – Strengthen, tone, and sculpt your entire body utilizing hand weights, bands, tubing, and much
more. Burn more fat on a daily basis by increasing your lean body mass. Beginner to advanced.
• Cardio Karate – A fun, cardiovascular workout with real self-defense applications. Created by state champion
Dawn MacLear as a safer adaptation of traditional Karate, with a cardio focus. Beginner to advanced.
• Combat KickBoxing - Learn real kickboxing skills from master kickboxing instructor Rick Nowlin. Learn self-
defense while getting fit! Beginner to advanced.
• Combat KickBoxing, Advanced Skills – Build upon the skills you’ve learned in Combat Kickboxing to include
spins, leaps, and more complex kickboxing combinations with master kickboxing instructor Rick Nowlin. Learn real
self-defense while keeping fit! Advanced.
• Hatha Yoga - Hatha Yoga combines stretching, strengthening, balancing and relaxation to reduce stress and
increase flexibility. Mind-Body focus. Beginner to advanced.
• PSF (Posture, Strength, & Flexibility) - A class designed to give you real-world strength, flexibility, and great
posture. Look and feel better as your body begins to function more efficiently from standing taller. Move with ease.
Keep your spine young! Mind-Body focus. Beginner to advanced.
• Pilates Mat – (Pronounced “Puh-lah-teez”) Find your powerhouse and activate your transverse abdominus in
this class. Using the muscles of the torso, work the body from the “inside-out.” Class is conducted primarily on the
mat. Stretch, strengthen, and lengthen your body in Pilates. Develop mental acuity through mind-body focus.
Beginner to advanced.
• Power Yoga – Power Yoga is Hatha Yoga with a heat-generating focus. Move through the sun salutations and
poses interspersed with vinyasas (flow sequences) to heat the muscles for facilitated stretching. Increases muscular
stamina/endurance and strength, improves balance and facilitates stress reduction. Previous knowledge of the
poses is appreciated, as movement through the poses is done at a quicker pace. Mind-Body focus. Intermediate to
advanced.
• Sports Conditioning – Increase fast-twitch muscle fiber recruitment using speed and agility drills. Improve
cardiovascular power and endurance, as well as muscular strength through basic calisthenics moves and resistance
training. Intermediate to advanced.
• Step 1 - An introduction step class for the beginner. This class will teach the basic movements allowing one to
become more familiar and confident. Beginners only.
• Step 3 - Advanced step choreography, faster beats per minute, and includes movements such as jumping,
leaping and hopping on the platform. Advanced.
• Step 2 Interval - Reap the benefits of a cardio workout on the step and a resistance/strength training workout
in interval segments. Intermediate to advanced.
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