HAMPTON OAKS HOMEOWNERS ASSOCIATION, INC.

ADMINISTRATIVE RESOLUTION 03-1

(Swim Team Committee Charter)

            WHEREAS, Article IV, Section 4.7(3) of the Bylaws provides the Board of Directors with all powers, duties and authority vested in the Association by its Declaration, Articles of Incorporation and Bylaws; and

             WHEREAS, Article VI, Section 6.3 of the Bylaws provides the Board of Directors with the power and authority to appoint such committees as it, in its discretion, deems necessary or desirable; 

             WHEREAS, the Board of Directors deems it desirable to establish a committee of homeowners to oversee the daily operations of the Hampton Oaks Swim Team;

            NOW THEREFORE BE IT RESOLVED THAT the Board hereby establishes the Swim Team Committee, and adopts the following procedures to govern the operations of the Committee:            

I.          RESPONSIBILITIES 

A.                 The Committee is formed to operate the Hampton Oaks Swim Team on behalf of the Association and the Board of Directors. 

B.                 The Committee shall evaluate, plan, coordinate, and monitor all Swim Team activities and events. 

C.                 Each Swim Team season, the Committee shall hire independent contractors to serve as the Swim Team coaches and assistant coaches. 

D.                 The Committee shall prepare an annual calendar of events for the Swim Team, including its practices and swim meets, the times of which shall be subject to the availability of the Association’s swimming pool facility and the approval of the Board of Directors. 

E.                  The Committee shall establish an operating budget for the Swim Team for each swim season.  The operating budget shall include all expenses of the Swim Team, with the exception of equipment purchases and capital improvements. 

F.                  The Committee shall provide for the operations of the Swim Team through the collection of membership fees and any other fund raising activities deemed necessary by the Committee. 

G.                 The Committee shall procure liability insurance consistent with the terms of the Memorandum of Understanding between the Hampton Oaks Swim Team, Inc., and the Association to provide coverage to the Association and the Swim Team against any injuries or other damages arising out of or related to the activities of the Swim Team. 

H.                 The Committee shall, from time to time, submit to the Board of Directors requests for capital improvements to the pool facilities and equipment purchases for the primary benefit of the Swim Team.  The Board of Directors shall have complete discretion on whether to make any such capital improvements or equipment purchases. 

I.                    Act as a liaison and information resource to all Hampton Oaks owners and Association organizations on Swim Team matters.  Write newsletter articles to keep owners informed of Swim Team activities. 

J.                   Submit minutes of committee meetings to the Community Manager for inclusion in the monthly report to the Board of Directors.  Provide report to the Community Manager for inclusion in the monthly report to the Board on Committee activities and any decision item requests. 

K.                Support the Board of Directors in implementing and following Association’s operational plan.  

II          BUDGET 

A.                 In order to conduct the daily operations of the Swim Team, the Committee will have a budget.  One of the primary duties of the Committee is to develop a budget to financially support the Swim Team activities and events planned for the year.  This portion of the budget shall be funded solely out of funds raised by the Committee through its fund raising activities and membership fees.  

B.                 During the Association’s budget preparation, the Committee shall submit to the Board any budgetary requests relating to equipment purchases or capital improvements to the swimming facility.   During budget preparation, as requested by the Board or Community Manager, the Swim Team Committee may be called to budget meetings to review submitted requests. 

C.                 The Committee does not have the authority to obligate the Board or Association to any contract or obligate the Board or Association financially to any owner, resident, contractor or vendor.  Contracts obligating the Association may only be approved and signed by the Board of Directors.                                                                                   

III        ELIGIBILITY 

Swim Team Committee candidates and members shall be members of the Board of Directors of the Hampton Oaks Swim Team, Inc., and must be property owners in good standing.  Good standing shall be defined as the absence of any liens, privilege penalty, assessment delinquency, architectural or covenants violation, or legal action between the member and the Association. 

IV        NUMBER OF MEMBERS & LENGTH OF TERM 

A.        The total number of the Committee shall be eight (8).  The number may be increased to nine (9) by a majority vote of the Committee with confirmation by the Board of Directors.  The Committee shall not operate with less than three (3) members.  

B.         Committee seat terms are for one year.  

V         APPOINTMENT 

A.        All Committee seats shall be elected by the members of the Hampton Oaks Swim Team, which shall be confirmed annually by the Board of Directors at the first regular meeting of the Board of Directors after the Annual Meeting. 

B.         Any Committee member may be removed by a majority vote of the Committee. 

C.        No owner shall continue to serve as a Committee member if such owner is more than sixty (60) days delinquent in meeting financial obligations of the Association. 

VI        MEETINGS 

A.        The Committee shall meet once each month during the months of January through August.  The Committee shall publish an annual calendar of meetings.  All meetings shall be open to residents and owners of the Association.  Meetings shall have a time period set for input from any non-committee members present. 

B.         The Chair may call special meetings of the Committee if three (3) business days notice is provided to the Committee members stating the purpose of the meeting.  Notice of such meeting will be deemed to be waived if the Committee member attend such meeting or provides a written or oral waiver of such notice. 

C.        Quorum: A quorum of members must be present to convene a meeting or conduct business.  A quorum is defined as the following:

                                    If three sitting members on the Committee, quorum shall be 2.

                                    If four members on the Committee, quorum shall be 3

                                    If five members on the Committee, quorum shall be 3

                                    If six members on the Committee, quorum shall be 4

                                    If seven members on the Committee, quorum shall be 4

                                    If eight members on the Committee, quorum shall be 5.

                                    If nine members on the Committee, quorum shall be 5. 

D.        If the Committee is unable to convene a meeting due to lack of a quorum, the Committee Chair may do one of the following: 

1) Reschedule the meeting provided that a minimum of three business days notice can be provided to Committee members and interested parties; 

2) Cancel the meeting, and hold the meeting on the next regularly scheduled date. 

D.        Voting: The vote of a majority of Committee members present at a meeting with a quorum shall constitute the decision of the Committee.  All voting shall be conducted in open session, with no secret voting allowed. 

E.         Minutes:  Minutes shall be taken at every meeting of the Committee.  Minutes shall show attendance, issues raised, and all decisions of the Committee.  Minutes shall be forwarded to the Community Manager for inclusion in the monthly report to the Board of Directors.  Approved meeting minutes will be kept on file by the Association for review by owners. 

F.         Notice of all Committee meetings must be provided to the management office for posting at least seventy-two hours prior to such meeting, or at the same time that the members of the Committee receive such notice, whichever is later.                                                                                   

VII       DUTIES OF THE CHAIR 

            The duties of the Chairperson shall include the following: 

A.        Develop the annual meeting calendar; 

B.        Prepare meeting agendas; 

C.        Preside over meetings; 

D.        Provide each Committee member an opportunity for input; 

E.         Ensure Committee members and those attending the meeting are treated fairly and with respect; 

F.         Assign tasks to Committee members as necessary; 

G.        Submit meeting minutes to the Board of Directors as stipulated above; 

H.        Serve as the liaison to the Board and represent the Committee to the Board on any matters;  

I.         Ensure the Committee is performing duties as detailed in this resolution and requested by the Board of Directors. 

VII       COMMITTEE OFFICERS 

A.        The President of the Hampton Oaks Swim Team Committee shall serve as the Committee Chair.  The sitting Committee Chair shall continue to serve as Chair until a new appointment is made. 

B.         Other officers as needed may be elected or appointed as provided in the Bylaws of the Hampton Oak Swim Team, Inc.  All officer positions shall be for one year.  No Committee member shall hold more than one officer position. 

            The effective date of this resolution shall be _____________, 2004.

            I hereby certify that this Administrative Resolution was duly adopted by the Board of Directors on ____________________________, 2004.

HAMPTON OAKS HOMEOWNERS                                                                        ASSOCIATION

                                                                        By:____________________________
                Rebecca Yacone, President

This Memorandum of Understanding is entered this day of___ , 2004, between the HAMPTON OAKS HOMEOWNERS ASSOCIATION, INC. (“Association”), and the HAMPTON OAKS SWIM TEAM, INC. ("Swim Team").

R E C I T A L S:

i. The Association is a property owners’ association and nonstock corporation serving as the governing entity for all of the owners in the residential subdivision created by virtue of a certain Amended and Restated Declaration of Covenants, Conditions and Restrictions for Hampton Oaks, which is recorded among the land records of Stafford County, Virginia, at Deed Book 694, Page 180 et. seq.

ii. The Swim Team is a nonprofit, corporation organized under Section 501(c) of the Internal Revenue Code for the sole purpose of organizing an operating a youth swim team consisting solely of the children of the residents of the Association.

iii. The Swim Team and the Association have agreed that it is in the best interest of both corporations to enter an agreement defining the Swim Team’s use of the facilities, and designating the Swim Team as a committee of the Association. In consideration of that agreement, the Association and Swim Team agree to, and shall be bound by, the terms and conditions of this Memorandum of Understanding.

NOW THEREFORE, in consideration of the foregoing recitals, which are incorporated herein, and other good and valuable consideration, the receipt and sufficiency of which the Association and Swim Team expressly acknowledge, the parties hereby agree as follows:

I. DEFINITIONS

A. Association shall mean and refer to the Hampton Oaks Homeowner Association, Inc., a Virginia Nonstock Corporation, which is a homeowners association created under Virginia Law when the Declarant of the Association recorded the Amended and Restated Declaration of Covenants, Conditions and Restrictions for Hampton Oaks, which is recorded among the land records of Stafford County, Virginia, at Deed Book 694, Page 180 et. seq.

B. Association Board of Directors shall mean the Board of Directors of the Association, as elected by the Association’s membership or appointed under the procedures set forth in the Association Bylaws, which has the power and duty to administer the affairs of the Association.

C. Hampton Oaks Residents shall mean the owners of homes within the Hampton Oaks Homeowners Association or tenants holding a valid leasehold interest in a home within the Hampton Oaks Homeowners Association. The immediate family of owners and tenants shall be deemed to be a Hampton Oaks Resident for the purposes of this Memorandum of Understanding.

D. Swim Team shall mean and refer to the Virginia nonprofit corporation that was created pursuant to the Articles of Incorporation dated November 17, 2000, for the sole purpose of organizing an operating a youth swim team comprised solely of the children of residents of the Association.

E. Swim Team Board of Directors shall mean and refer to the members of the Swim Team’s Board of Directors, who are elected to serve on the Board of Directors pursuant to the procedures set forth in the By-Laws of the Hampton Oaks Swim Team.

F. Swim Team Capital Expenses shall mean any expenses for the purpose of purchasing equipment or other materials that are for the primary benefit of the Swim Team.

G. Swim Team Operating Expenses shall mean all expenses of the Swim Team except for Swim Team Capital Expenses.

II. OBLIGATIONS OF THE SWIM TEAM

A. Swim Team shall be responsible for administering and operating the Hampton Oaks Swim Team, which shall consist solely of children of Hampton Oaks residents.

B. The Swim Team shall be responsible for funding its own operating expenses through the collection of fees from its membership and through its own fund raising activities.

C. The Swim Team shall retain and pay its own coaching staff, which must consist solely of independent contractors. Under no circumstances shall any members of the Swim Team coaching staff be employees of the Association.

D. Within thirty (30) days following the end of each fiscal year, the Swim Team shall obtain an independent audit of its finances for the most recently-completed fiscal year by a accounting professional that has no affiliation with or membership in the Swim Team. The Swim Team shall provide the Association’s Board of Directors with a copy of all drafts and the final version of such audit within seven (7) days of their receipt by the Swim Team. The costs if such audit shall be an operating expense of the Swim Team.

E. Prior to each swim season, the Swim Team Board of Directors shall consult with the Association’s Board of Directors and pool committee to determinate the availability of the swimming pool facility for swim meets and practices during the swim team season. Under no circumstances shall Swim Team practices interfere with the normal hours of operation for the swimming pool facility. The Swim Team shall be responsible for scheduling its practices and swim meets at times that are mutually acceptable to the Swim Team and the Association.

F. Prior to each swim season, the Swim Team shall obtain commercial liability insurance with minimum coverage limits of $1,000,000 per occurrence naming the Association, and its Officers, Directors and Agents as additional named insureds covered by such policy. The Swim Team must provide the Association with a copy of a Certificate of Insurance evidencing such coverage prior to the first swim practice each year.

G. The Swim Team shall assume all risks and hazards incidental to its use of the Association’s facilities and shall agree to hereby indemnify, release and hold harmless the Association, its Directors, Officers, Members, Employees and Agents from and against all liabilities, damages, injuries, causes of action, suits, claims, and judgments of any kind or nature whatsoever, direct or indirect, including, but not limited to, the costs and all attorney’s fees and other expenses arising in connection with, incurred as a result of, or caused by its use of the Association’s facilities.

H. The Swim Team Board of Directors shall serve as the Association’s Swim Team Committee. Accordingly, the Swim Team Board of Directors shall fill its obligations as the Swim Team Committee in a matter consistent with the terms and conditions in the attached Swim Team Committee Charter.

I. The Swim Team shall maintain its own Federal Tax Identification number and continue to pay its own Federal and Virginia taxes.

J. The Swim Team shall submit to the Board of Directors for review any contracts that will create any obligations for the Association. The Board of Directors shall have the absolute discretion whether to approve and execute any such contracts, and the Swim Team shall not have the authority to enter into any contracts on behalf of the Association.


III. OBLIGATIONS OF THE ASSOCIATION

A. The Association’s Board of Directors shall appoint the Swim Team’s Board of Directors to serve as the Swim Team Committee for the Association.

B. The Association shall not have the authority to remove any person from the Swim Team’s Board of Directors; provided, however, that all members of the Swim Team’s Board of Directors must remain a member in good standing of the Association, as defined by the attached Swim Team Committee Charter.

C. The Association shall provide the Swim Team with access to the pool facility for the purpose of holding practice and hosting swim meets, at times that are mutually agreeable to the Association and the Swim Team.

D. The Association shall provide the Swim Team with access to the Hampton Oaks Community Center for the purpose of holding its meetings and other events, at times that are mutually agreeable to the Association and the Swim Team.

E. The Association shall provide the Swim Team with access to its newsletter and website for the purpose of publicizing the activities of the Swim Team.

IV. MISCELLANEOUS

A. Term: The initial term of this Memorandum of Understanding shall be for One (1) Year. Thereafter, it shall automatically renew for successive one year terms, unless the Association or Swim Team provides the other party with written notice terminating the agreement by no later than March 1st of that year.

B. The persons executing this Agreement on behalf of the Association and the Swim Team represent that they have the authority to enter into this Agreement and that the Agreement is fully binding upon the parties in accordance with its terms.

C. This Agreement shall be binding on any and all successors and assigns of either party. This agreement is not assignable without the express written consent of the Association.

D. All written notices required herein shall be sent by certified mail, return receipt requested to the following addresses:

Hampton Oaks Homeowners Association
80 Northampton Boulevard
Stafford, Virginia 22554

Hampton Oaks Swim Team, Inc.
c/o



Should any party desire to change the address for notice, that party shall be required to deliver notice of such request to the other parties by certified mail, return receipt requested.

E. This Agreement constitutes the complete understanding of the parties hereto with respect to the subject matter hereof.

F. This Agreement may only be amended by an instrument executed by the Association and the Swim Team.

G. The captions or titles provided in this agreement are solely for the sake of convenience, and in no way are intended to, nor shall, modify or limit the meaning of any term or provision of this Agreement.

H. Any disputes arising out of this agreement will be resolved through arbitration under the rules of the American Arbitration Association.

I. If any court of competent jurisdiction holds that any provision in this Agreement is invalid or unenforceable, the court shall construe and apply this Agreement without regard to such invalid or unenforceable provision and give effect to the remainder of this Agreement to the maximum extent permitted by law.

WITNESS the following signatures:

HAMPTON OAKS HOMEOWNERS ASSOCIATION,
INC.


By:

Name:

Title:



HAMPTON OAKS SWIM TEAM, INC..


By:

Name:

Title: