Section 1.1. Business Offices. The principal office of The Jeremy Golf and Country Club, Inc. (the “Club”), a Utah corporation, shall be located in Park City, Utah. The Club may have such other offices, either within or out of the State of Utah, as the Board of Directors (the “Board”) may designate or as the business of the Club may require from time to time.
Section 1.2. Registered Office. The registered office of the Club shall be located within the State of Utah. The address of the registered office may be changed from time to time. The current registered office of the Club is 8770 North Jeremy Road, Park City, Utah 84098.
Section 2.1. Eligibility. Subject to the provisions of these Bylaws and rules of the Club, any person twenty-one (21) years of age or over is eligible to become a Shareholder of the Club.
Section 2.2. Application for Shareholdership. Any eligible person seeking to become a Shareholder of the Club, except as hereinafter otherwise provided, shall present or cause to be presented to the Board the following:
a completed application in a form approved by the Board, signed by the applicant, together with any additional requested facts as might assist the Shareholder Committee and the Board in passing on the application for Shareholdership, including information demonstrating the applicant’s financial ability and responsibility. The mount and terms of payment of the Shareholder membership fee shall be determined by the Board.
Section 2.3. Action on Application. Immediately upon receipt of a completed Shareholder application and check, the application shall be referred to the Shareholdership Committee Chair for review of the applicant’s qualification for Shareholdership. Applications received at least 7 days in advance of a scheduled Board Meeting will be presented to the Board by the Shareholdership Committee Chair at that month’s scheduled Board Meeting. Applications received less than 7 days prior to a scheduled Board Meeting may, in the Board’s discretion, be held over until the next month. The Board may, in its discretion, call a special meeting for the sole purpose of acting on a Shareholder’s application. Such Shareholder application meetings do not require the seven (7) days advanced notice required of other Board special meetings (as required in Section 5.9). Based on the Shareholdership Committee’s recommendation and the Board’s knowledge of the applicant, the Board will vote on whether or not to accept the applicant as a Shareholder.
Section 2.4. Voting on Application to Become a Shareholder. All balloting by the Directors on applications to become a Shareholder shall be by voice vote. In the event two or more Directors vote against admission, the application shall be rejected and returned to the Sponsor. If fewer than two (2) adverse votes are cast, the application shall be declared approved. The names of Directors casting adverse ballots shall under no circumstances be disclosed.
Section 2.5. Articles, Etc. By accepting the position of Shareholder in the Club, a Shareholder creates a binding contractual obligation and is conclusively presumed to have unconditionally assented to the Articles, Bylaws and rules of the Club as then in force or thereafter duly promulgated.
Section 2.6 Newly Elected Shareholders. Newly elected Shareholders shall be entitled to the privileges and facilities of the Club from and after 1) the date of the payment of the balance of their Shareholdership initiation fee and 2) the record transfer to said newly elected Shareholder of a share of Equity stock. Dues shall be payable from and after the date the application is approved.
Approved applicants shall be entitled to purchase shares in the Club in the order approved for Shareholdership by the Board, which order shall be determined by date and time of receipt by the Club of a fully completed application, and check, unless otherwise directed by the Board.
In the event that an applicant fails to purchase the share within five (5) business days of the date upon which such share is offered to the applicant, then the right to purchase such share can at the discretion of the Board pass to the next approved applicant.
Applicants for Shareholdership who have not purchased a share within seventy-five (75) days from the date of the approval of the applicant for Shareholdership in the Club by the Board, unless during such period no share has been available for purchase (in which case the applicant shall have thirty (30) days after a share becomes available for purchase), shall be deemed to have been rejected for Shareholdership in the Club and shall forfeit any deposits theretofore paid to the Club in connection with his or her Shareholder application
Section 2.7 Directors and Officers Eligibility. Only Shareholders of the Club are eligible to be elected to the Board or to become officers in the Club.
Section 2.8 Reapplications In the event that an application for Shareholdership is rejected pursuant to Section 2.4, above, or deemed to have been rejected pursuant to Section 2.6, above, then the person whose application was rejected, no earlier than one (1) year following the date the application was rejected, may again make application for Shareholdership pursuant to the provisions of this Article.
Section 3.1 General. Shareholders shall hold an equity interest in the Club’s property. Such Shares are transferable as herein provided. Only Shareholders in good standing (see section 8.3) shall have the right to vote at any Club meeting or election.
Section 3.2 Family Membership Shareholders. Family Membership Shareholders shall be entitled to full use of all Club facilities, including the golf course, and to all privileges of the Club, as determined from time to time by the Board.
(a) Spouses of such Shareholders and children of such Shareholders under the age of 26 and living in the same household as the Shareholder, shall be permitted the use of the Club Facilities, including the golf course, at such time, and under such conditions as shall be approved by the Board and except as limited by rules and regulations of the Club.
(b) Children of such Shareholders under the age of 30 years shall be entitled to use of Club Dining facilities. Such persons may have the privileges of the golf course and locker rooms, subject to the Golf Course Playing Privileges and Rules of Play, upon paying the green fees set by the Board.
(c) The Shareholder shall be financially responsible to the Club for all charges incurred by any member of his or her family under the provisions of this section.
Section 3.3 Individual Membership Shareholders. Individual Membership Shareholders shall be entitled to full use of all Club facilities, including the golf course, and to all privileges of the Club, as determined from time to time by the Board.
(a) Immediate family members of such Shareholders (spouse and children under the age of 26 living in the same household) may play an annual total of up to three rounds of golf per person, not to exceed a total of six rounds cumulatively, in the company of such shareholder, with the payment of the established current family guest green fee rate. Such immediate family members and children of such Shareholders under the age of 30 are also permitted to use the other club facilities, at such times, and under such conditions as shall be approved by the Board and except as limited by rules and regulations of the Club.
(b) Current Family Membership Shareholders desiring to convert to Individual Membership status will be permitted to do so by notifying the Club manager in writing of his or her intent to do so by September 30, in which case the change in status will be effective on January 1, of the succeeding year.
(c) Individual Membership Shareholders desiring to convert to Family Membership status will be permitted to do so by notifying the Club Manager in writing of his or her intent to do so. However, as a condition of such conversion the Shareholder will be required to pay the difference between the individual membership dues and the family membership dues retroactively to January 1, of the year of conversion. The change in status will be effective not later than the first day of the succeeding month.
Section 3.4 Honorary Shareholders. Twenty-one (21) original Honorary Shareholders are authorized. Honorary Shareholders have the same privileges as Shareholders with the following distinguishing privileges.
(a) Honorary Shareholders are not subject to dues or assessments for 25 years from the date the Honorary Equity interest was first created (October 19, 1993). After 25 years from the original creation thereof, the Honorary Shareholder status will be automatically converted to Shareholder status, and thereby become subject to all of the conditions of Shareholdership, including the payment of dues, assessments, and applicable fees.
(b) Honorary Shareholders and their spouses are not required to pay cart, range, locker or club storage fees.
(c) Transfer of Honorary Equity shares shall be subject to the same rules and regulations governing transfer of regular Equity Shares with the following exception.
(1) Each Honorary Equity share may be transferred one (1) time during the first 25 years without a transfer fee (the Transfer Fee), but with the payment of the processing fee in effect at the time of transfer.
Section 3.5 Business Membership Shareholders. Equity shares may be owned by legally recognized business entities such as sole proprietorships, corporations, or general or limited partnerships (referenced herein as Business). Business Membership Shareholders have the same privileges as Family Individual Shareholders with the following distinguishing privileges.
(a) Ownership of Business Shareholderships shall be in the name of the Business, which shall hold all property rights in the share.
(b) The Business shall designate one primary member as user of the Shareholdership with the application for Business Shareholdership who must be an owner, officer or employee of the Business and maintain a Resident Shareholder Membership. Such person shall have all the rights of the Shareholdership, including the right to vote, but excluding the right to sell or resign the Shareholdership. Except as provided in (c), no other representative or associate of the Business shall be entitled to vote or use any of the Club facilities by virtue thereof except as a guest.
(c) The Primary Member may designate up to four (4) additional members, provided each is an owner, officer or employee of the Business. All members must follow the normal application process required for becoming a member. Primary and additional designee Memberships are available as either Resident Family or Individual. The membership fee for the Primary Member will be 150% of the membership fee currently charged for a Resident Family Member, as determined by the Board. The membership fee for additional designated members will be 50% of such Resident Family Member fee. The dues and patronage minimums will be the same for either Family or Individual members, as applicable.
(d) The Business may transfer the designated memberships once per calendar year by paying a transfer fee equal to ten percent (10%) of the current membership fee for Resident Family Shareholder Membership, as determined by the Board.
(e) The Business shall be liable for all dues, assessments and other charges levied for the Primary and additional designated members. In addition, the primary and additional designated members will be liable for their respective dues, assessments and other charges. Bills for such purposes shall be addressed as directed by the Business.
Section 3.6 Non-resident Shareholders. The Board shall periodically designate a limited number of Shareholderships that may be owned by Shareholders that meet certain non-resident qualifications. Non-resident Shareholders have the same privileges as Shareholders with the following distinctions.
(a) Non-resident Shareholders will pay dues at one-half of the resident Family Membership dues rate. Such dues will be billed and due, as follows: One-half of the applicable non-resident dues shall be billed in March, with the payment due April 30. The remaining one-half of non-resident dues shall be billed June 30 with the payment due July 31.
(b) Non-resident Shareholders would be subject to one-half of the annualized patronage minimum.
(c) Non-resident Shareholders are entitled to an aggregate of 32 base rounds per playing season that may be played at any time throughout the playing season. The aforementioned number of annual rounds can be used by the non-resident Shareholder, Designated Playing Companion (DPC as in defined Section 3.7), and immediate family members (as defined in Section 3.2). Participation of a Shareholder and their guest in the annual men's or women's member/guest tournaments do not reduce the non-resident Shareholder's allotted base round count. Participation in all other tournaments and golf activities reduce the Shareholder's allotted base count. The unused base round count cannot be carried over to following year(s) or be transferred to another Jeremy Shareholder or other person.
(d) Rounds played by the Shareholder, their DPC, and other family members above the allotted base rounds are charged at the current non-family guest fee rate.
(e) A non-resident Shareholder, once so designated, may request a status change to resident. Billing at resident rates will be retroactive to January 1 of the year in which they apply for resident status.
(f) Non-resident Shareholders are required to immediately notify the Club of a change in their residence that would disqualify them from non-resident status. Failure to do so may result in expulsion from the Club per Article 13.
(g) If the entire limit of non-resident Shareholderships has been assigned, then any remaining resident Shareholders wishing to be considered for non-resident status shall be placed on a waiting list. In order to be considered for non-resident status, a resident Shareholder wishing to obtain non-resident status must provide two of the following four types of documentation of his/her non-resident status: (1a) a state income tax return, signed by the designated shareholder, for the immediately preceding year showing the declaration of domicile or residence to be more than 250 linear miles from Park City, Utah; or (1b) if the shareholder is not required to file a state income tax return for the immediately preceding year solely by virtue of living in a state without individual income tax, the shareholder must provide the shareholder’s immediately preceding year’s signed federal income tax return. The submission of a state or federal income tax return may hide the amounts located on the return, so long as state of domicile, the personal residence used, and the signature of the taxpayer are visible. If a Business holds the Jeremy Shareholdership, the appropriate tax return of the designated Business Shareholder is to be provided; (2) voter registration card or information showing same residence as in (1); (3) a current driver’s license of the shareholder showing same residence as in (1); (4) property tax records showing ownership of the same personal residence as in (1) or, alternatively, rental or lease records showing occupancy of the same personal residence as in (1). PO Boxes are not acceptable for establishment of a personal residence.
Section 3.7 Designated Playing Companions (DPC). An Unmarried Family Membership Shareholder (Sponsoring Shareholder) is defined as a Shareholder who is single, divorced, a widow or a widower. Each Sponsoring Shareholder shall have the right to designate a significant other as the Sponsoring Shareholder’s designated playing companion (DPC) subject to the following conditions and approval of the Board:
(a) The DPC must be a very significant person in the Sponsoring Shareholder’s life, similar to a spousal relationship, and must be domiciled with the Sponsoring Shareholder. The importance of the significance of the relationship is emphasized. The privileges specified in this section shall not be extended to merely friends, acquaintances, relatives, or business associates. The DPC’s rights do not extend to the members of the DPC’s own family. Sponsoring Shareholders are prohibited from manipulating the provisions of this section for the purpose of aiding another person in avoiding the purchase of an equity share, or in order to share the cost of an equity share with another person. If the Board upon investigation deems that a Sponsoring Shareholder has deliberately violated any aspect of this section, the Shareholdership may be immediately terminated with total forfeiture of equity, and the Sponsoring Shareholder and DPC may be forever barred from Shareholdership in the Club, and from using Club facilities as guests.
(b) Approved DPCs are granted the same privileges as those held by their Sponsoring Shareholder except for the right to vote.
(c) The DPC may charge purchases and fees to their Sponsoring Shareholder’s account. The Sponsoring Shareholder shall be financially responsible for the activities and charges of their DPC.
(d) It is the responsibility of the Sponsoring Shareholder to notify the Club if their DPC no longer meets the requirements stipulated in Section 3.7(a). Failure to do so may result in termination with total forfeiture of equity as stated in Section 3.7(a).
Section 3.8 Social Memberships. The Board may authorize the sale of Social Memberships. Social Members shall have no other privileges beyond food and beverage service, except as established by the Board. The Board shall establish fees, the number of social memberships allowed, application and approval procedures, and regulations governing the use of Social Memberships.
Section 4.1 Form. Stock Certificates shall be in a form approved by the Board and shall bear the signature of the Secretary or President.
Section 4.2 To Whom Issued. Each Shareholder in the Club shall be evidenced by a Stock Certificate. No Stock Certificate shall be issued to any person except a duly qualified Shareholder in one of the classifications set forth in Article 3.
Section 4.3 Annual Shareholders’ Meeting. An annual meeting of the Shareholders shall be held each year within 150 days of the end of the fiscal year, at the time and place fixed by the Board and the Board shall report on the affairs of the Club.
Section 4.4. Special Shareholders’ Meetings. Special meetings of the Shareholders may be called for any purposes described in the notice of the meeting, either by the Board or at the written request of not less than ten percent (10%) of the Shareholders of the Club, and shall be held within thirty (30) days thereafter.
Section 4.5 Place of Shareholder Meeting. The Board or the President may designate any place within the State of Utah for any annual or special meeting of the Shareholders called by the Board or the Shareholders as herein provided. If the Board or the President makes no designation, as the case may be, the place of the meeting shall be the principal office of the Club.
Section 4.6 Notice of Shareholder Meeting. Notices of meetings of the Shareholders are subject to the following:
(a) Written notice stating the place, day, and hour of any annual or special Shareholder meeting shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail, under the direction of the Board or the President to each Shareholder of record entitled to vote at such a meeting, and such notice shall, in addition, be prominently posted in the Clubhouse for a period of not less than seven (7) days immediately prior to the date on which the meeting is to be held. Notice shall be deemed to be effective when mailed.
(b) If any Shareholder meeting is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. However, if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of these Bylaws to Shareholders of record who are entitled to vote at the meeting.
(c) Notice of any special meeting of the Shareholders shall include a description of the purpose or purposes for which the meeting is called. Notice of an annual meeting of the Shareholders need not include a description of the purpose or purposes for which the meeting is called.
Section 4.7 Fixing of Record Date. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders, or Shareholders entitled to take action without a meeting or to demand a special meeting, or in order to make a determination of Shareholders for any other proper purpose, the Board may fix in advance a date as the record date. Such record date shall not be more than seventy (70) days prior to the date on which the particular action, requiring such determination of Shareholders is to be taken. If no record date is so fixed by the Board, the record date shall be:
(a) With respect to an annual meeting of the Shareholders or any special meeting of the Shareholders called by the Board or any person or group specifically authorized by these Bylaws to call a meeting of the Shareholders, as of the close of business on the day before the first notice is delivered to Shareholders.
(b) With respect to a special Shareholder meeting demanded by the Shareholders, on the earliest date of any of the demands pursuant to which the meeting is called, or sixty (60) days prior to the date the first of the written demands is received by the Club, whichever is later.
(c) With respect to actions taken in writing without a meeting, on the date the first Shareholder delivers to the Club a signed written consent upon which the action is taken.
When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof unless the Board fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
Section 4.8 Shareholder List. The Secretary shall make a complete record of the Shareholders entitled to vote at each meeting of the Shareholders arranged in alphabetical order, with the address of each Shareholder. The Shareholders list must be available for inspection by any Shareholder, beginning on the earlier of ten (10) days before the meeting for which the list was prepared or two (2) business days after notice of the meeting is given and continuing through the meeting and any adjournments. The list shall be available at the Club’s principal office or at a place identified in the notice of the meeting in the city where the meeting is to be held. A Shareholder, his or her agent, or attorney is entitled on written demand to inspect and, subject to reasonable copying costs, to inspect and copy the list during regular business office hours and during the period it is available for inspection. The Club shall maintain the Shareholder list in written form or in another form capable of conversion into written form within a reasonable time.
Section 4.9 Shareholder Quorum and Voting Requirements. Fifty (50) Shareholders of the Club shall constitute a quorum at all Shareholder meetings. Less than a quorum may adjourn a Shareholder meeting until such time as a quorum is obtained. Once a Shareholder is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, the Shareholder is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting. If a quorum exists, action on a matter (other than the election of Directors) by the Shareholders is approved if the votes cast favoring the action exceed the votes cast opposing the action, except in the case of assessment where a 2/3-majority vote is required.
Section 4.10 Proxies. At all meetings of the Shareholders, a Shareholder may vote in person or by a proxy executed in any lawful manner. Such proxy shall be filed with the Club before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.
Section 4.11 Voting of the Shareholders. Each Shareholder entitled to vote shall be entitled to one (1) vote, upon each matter submitted to a vote at a meeting of Shareholders.
Section 4.12 Club’s Acceptance of Votes. With respect to the Club’s acceptance of Shareholder’s votes:
(a) If the name signed on or for a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a Shareholder, the Club, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the Shareholder.
(b) The Club is entitled to reject a vote, consent, waiver, proxy appointment, or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the Shareholder.
(c) The Club and its officer or agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section are not liable in damages to the Shareholder or the Shareholders for the consequences of the acceptance or rejection.
(d) Corporate action based on the acceptance or rejection of a vote, consent, waiver, proxy appointment or proxy appointment revocation under this Section is valid, final and binding on the Club and the Shareholders.
(e) Notwithstanding any other term or condition of these Bylaws, no Shareholder shall be entitled to receive notice of, nor to vote, who has been suspended by action of the Board.
Section 4.13 Shareholder’s Rights to Inspect Club Records. The rights of a Shareholder to inspect the Club’s records are as follows:
(a) The Club shall keep as permanent records minutes of all Annual, Special, and Board meetings. The Club shall maintain appropriate accounting records.
(b) If a Shareholder gives the Club written notice of the Shareholder’s demand at least five (5) business days before the date on which the Shareholder wishes to inspect and copy, such Shareholder (or the Shareholder’s agent or attorney) has the right to inspect and copy, during regular business hours, any of the following records, all of which the Club is required to keep at its principal office:
(1) the Club’s Articles of Incorporation currently in effect;
(2) the Club’s Bylaws currently in effect;
(3) the minutes of all Shareholder’s meetings;
(4) all written communications within the past three (3) years to Shareholders as a group;
(5) a list of the names and business or home addresses of the Club’s current officers and Directors;
(6) the Club’s annual financial statements showing in reasonable detail its assets and liabilities and the results of its operations for the past three (3) years;
(7) all resolutions adopted by the Board, and other rules and regulations relating to the characteristics, qualifications, rights, limitations, and obligations of Shareholders or any class or category of Shareholders; and
(8) a copy of the Club’s most recent annual report delivered to the Division of Corporations and Commercial Code.
(c) The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The Club may impose a reasonable charge, payable in advance, covering the costs of labor and material, for copies of any documents provided to a member. The charge may not exceed the estimated cost of production or reproduction of the records.
Section 5.1 General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Club managed under, the direction of the Board. The direction of the Board, as a group shall include:
(a) establish all Club policies;
(b) make major decisions affecting the Club and its property;
(c) accept or reject any Shareholder applications;
(d) fix and prescribe classifications of Shareholders and members;
(e) determine and fix admission fees and dues;
(f) levy assessments against the Shareholder’s and provide for the collection of same;
(g) fine, reprimand, suspend or expel any Shareholder;
(h) remove for cause any Director or officer
(i) hire and discharge the General Manager;
(j) approve the annual budget; and
(k) assume duties and responsibilities of the General Manager (section 6.8) in the absence of such General Manager.
The Directors, as individuals, shall not:
(a) give orders or instructions to management or employees;
(b) publicly discuss Club business or the matters presented to the Board at its meetings; or
(c) incur any obligations, financial or otherwise, for or on behalf of the Club.
Section 5.2 Limitation of Powers. Any decision of the Board approving a single capital expenditure item of more than $250,000 shall be prominently posted in the Clubhouse for a period of ten (10) days before it can become effective. If, before the expiration of the said ten (10) day period, a petition objecting to the proposed expenditure as approved by the Board is signed by at least 25% of the Shareholders and is delivered to the Board, then the President shall immediately issue a call for a special Shareholder’s meeting. If at the special Shareholder’s meeting, a majority of the Shareholders present at said meeting do not approve the decision of the Board, then the decision of the Shareholders with regard to the proposed expenditure shall be binding upon the Board.
Section 5.3 Number, Tenure and Qualifications of Directors. The number of Directors of the Club constituting the Board shall be nine (9) each of whom shall be a Shareholder, but need not be a resident of the State of Utah, with three (3) Directors to be elected annually for a term of three (3) years. The number of Directors may be changed by the Shareholders or the Board, but no decrease may shorten the term of any incumbent Director.
Each Director shall hold office until the end of the Director’s term, until the Director resigns or until the Director is removed. However, if a Director’s term expires, the Director shall continue to serve until the Director’s successor shall have been elected and qualified, or until there is a decrease in the number of Directors.
A Director shall not be eligible to serve again on the Board of Directors until two years after the completion of his/her elected three-year term on the Board of Directors. A Director appointed to the Board as a result of a vacancy on the Board is eligible to serve again immediately following the expiration of the term he/she was appointed to fill. A Director who has been removed pursuant to Section 5.13 or who has resigned shall not be eligible to serve again as a Director until two years after the end of the term to which he/she was elected or appointed.
Section 5.4 Nomination and Voting for Directors. The election of Directors shall be according to the following procedure:
(a) A nominating committee chaired by the past Club President consisting of five (5) Shareholders able and willing to so serve, shall, prior to the September 15, select and put into nomination preferably six (6) or more candidates each of whom must be a Shareholder in good standing. The slate of nominations shall be delivered to the Board and a public announcement posted in a prominent place in the Club.
(b) Additional candidates for Director may be placed in nomination by a petition signed by not less than fifty (50) Shareholders. These fifty (50) Shareholders may submit the name of only one (1) Shareholder per petition. The signed petition shall be delivered to the President of the Club prior to October 15.
(c) The list of all candidates submitted by the nominating committee and the names of all other candidates, arranged alphabetically, shall be typed or printed on the ballots prepared by the Secretary.
(d) One ballot shall be mailed or delivered to each Shareholder on or before November 10. A sample copy of said Shareholder ballot shall be posted on a bulletin board in the Clubhouse, and shall be kept posted until after the election is completed.
(e) Ballots shall be returned to the Clubhouse by 5:00 pm on the day stipulated on the ballot (commonly the third Friday of November).
(f) The names of the Shareholders voting shall be verified and the envelopes containing the ballot envelopes shall be opened and the ballot envelope contained therein shall be delivered unopened to the election judges for counting. Any such ballots received at the Clubhouse prior to the closing of the polls shall be similarly checked and tallied. Any ballots received after the time stipulated on the ballot or returned without being enclosed in an official ballot envelope shall be null and void.
(g) Upon closing the polls the Secretary shall count the votes and report to the President, in writing, the result of the election.
(h) A ballot shall be void and of no effect if the Shareholder casting the vote shall cast votes for more candidates than are to be chosen.
(i) The candidates receiving the highest number of votes for the offices to be filled shall be declared by the President to be elected to such.
(j) In case of a tie between the candidates receiving the highest number of votes for the office of Director, or between two candidates receiving the next highest number of votes, they shall be declared elected; in case of a tie vote between two candidates receiving the third from the highest number of votes, a decision on the election of the third Director shall be determined by a secret ballot, or ballots at a special meeting of the Directors of the Board until one of the two runoff candidates receives a majority vote.
(k) The term of the new Directors shall commence January 1st.
Section 5.5 Taking Office. Newly elected Directors shall be invited to attend the December monthly meeting of the Board, but will not take office or have the right to vote on Board matters until January 1st.
Section 5.6 Regular Meetings of the Board of Directors. The Board may provide, by resolution, the time and place, for the holding of regular meetings, which shall be held without other notice than such resolution.
Section 5.7 Special Meetings of the Board. Special meetings of the Board may be called by or at the request of the President, or in the President’s absence, the Vice President or by any five Directors, who may fix any place, as the place for holding the meeting.
Section 5.8 Order of Business. The President or other officer conducting the meeting shall determine the order of business at each Board meeting.
Section 5.9 Notice and Waiver of Notice of Special Director Meetings. Unless the Articles of Incorporation provide for a longer or shorter period, special meetings of the Board must be preceded by at least seven (7) days notice, either orally or in writing, of the date, time and place of the meeting.
Notice of any meeting of the Board shall be deemed to be effective at the earliest of: (1) When received; (2) five (5) days after it is mailed; or (3) the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the Director.
A Director may waive notice of any meeting. Except as otherwise provided in this Article, the waiver must be in writing and signed by the Director entitled to the notice. The waiver shall be delivered to the Club for filing with the corporate records.
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting or transacting business at the meeting because of lack of notice or defective notice, and does not thereafter vote for or assent to action taken at the meeting.
A Director who attends a special meeting to object to lack of notice shall not be deemed to be present for quorum purposes.
Section 5.10 Director Quorum. Six (6) Directors shall constitute a quorum for the transaction of business at any meeting of the Board. A majority of the quorum may transact business on behalf of the Board.
Section 5.11 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board. Any or all Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
A Director who is present at a meeting of the Board of Directors when corporate action is taken is considered to have assented to the action taken, unless
(a) the Director objects at the beginning of the meeting, or promptly upon arrival, to holding or transacting business at the meeting.
(b) the Director contemporaneously requests his or her dissent or abstention as to any specific action to be entered into the minutes of the meeting.
(c) the Director causes written notice of a dissent or abstention as to any specific action to be received by the presiding officer of the meeting before its adjournment or by the Club promptly after adjournment of the meeting.
The right of dissent or abstention as to a specific action is not available to a Director who votes in favor of the action taken.
Section 5.12 Director Action Without a Meeting. Any action required or permitted to be taken by the Board at a meeting may be taken without a meeting if all Directors consent to the action in writing. Action is taken by consents at the time the last Director signs a writing describing the action taken, unless, prior to that time, a Director has revoked a consent signed by a writing signed by the Director and received by the Secretary. Action taken by consents is effective when the last Director signs the consent, unless the Board establishes a different effective date. Action taken by consents has the same effect as action taken at a meeting of Directors and may be described as such in any document.
Section 5.13 Removal of Directors. Directors may be removed from the Board by either of the following procedures:
(a) A Director may be removed with cause by a two-thirds vote of the full Board. At least six (6) Directors must vote by secret written ballot for removal of a Director. The count is not to be announced; only whether the motion to remove has passed or not passed. The President counts and announces the vote, and the Vice President confirms the count. If either the President or Vice President are the object of a motion for removal, that officer shall not count or announce the vote or confirm the count, and another officer, in the order of precedence of President, Vice President, Secretary, and Treasurer, shall count and announce the vote or confirm the count. Cause includes, but is not necessarily limited to 1) deliberate or flagrant violation of Club policies, procedures or regulations, 2) violations of confidentiality, 3) dereliction of responsibility, and 4) conduct unbecoming a Director. The office vacancy created by removal shall be filled for the remaining term by a majority vote of the Board as soon as possible.
(b) The Shareholders may remove one or more Directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause, but must be in conformance with the provisions of Section 4.9.
Section 5.14 Board Vacancies. With respect to Board vacancies:
(a) If a vacancy occurs on the Board, including a vacancy resulting from an increase in the number of Directors:
(1) the Shareholders entitled to vote may fill the vacancy, pursuant to the provisions of Section 4.9;
(2) the Board may fill the vacancy; or
(3) if the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office.
(b) A vacancy that will occur at a later date because of a resignation effective at a later date may be filled before the vacancy occurs, but the new Director may not take office until the vacancy occurs. The term of the new Director elected to fill a vacancy shall be for the unexpired term of the vacating Director.
Section 5.15 Director Compensation. Directors may not receive any compensation from the Club. All sales of services or products by a Director to the Club must be approved by a resolution of the Board.
Section 5.16 Director’s Rights to Inspect Club Records. The rights of a Director to inspect the Club’s records are as follows:
(a) In addition to the rights to inspect Club records of a Shareholder, a Director shall have the right to inspect and copy permanent records of the Club, accounting records maintained by the Club and other records, documents and information appropriate for the duties and responsibilities of a Director.
(b) The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The Club may impose a reasonable charge, payable in advance, covering the costs of labor and material for copies of any documents provided to the Director. The charge may not exceed the estimated cost of production or reproduction of the records.
Section 6.1 Number of Officers. The officers of the Club shall be a President, a Vice President (who becomes President the following year), a Secretary and a Treasurer; each of whom shall be elected annually by the Board. If specifically authorized by the Board, the Secretary or Treasurer may also hold the office of Vice President . Each such officer must be a Director of the Club.
Section 6.2 Appointment and Term of Office. The officers of the Club shall be elected by the Board for a term of one (1) year, or until the officer resigns, dies or is removed in the manner provided in these Bylaws. Officers for the succeeding year shall be elected by the Board at the final regular meeting of the Board in December of each year. Election of each officer in turn shall be by secret written ballot, from any number of Directors nominated and seconded in the meeting who indicate a desire or willingness to so act. The new officers shall take official office on the following January 1st. The current Board, which does not include the three newly elected Directors, shall vote for the officers for the coming year. Election of each officer shall be by secret written ballot unless only one Director has been nominated for an office. If only one Director is nominated, the vote shall be by acclamation. The tallies shall not be announced. The outgoing President shall count the ballots and announce the elected officers. The Vice President (i.e., the incoming President) shall confirm the tallies. The election shall proceed in order for President if the office of Vice President has been vacated or is unfilled, Vice President, Secretary, and then Treasurer. The President, if such election is necessary, shall be elected prior to making nominations for the Vice President, the Vice President shall be elected prior to making nominations for the Secretary, and the Secretary shall be elected prior to making nominations for the Treasurer.
Only the offices of Vice President, Secretary and Treasurer shall be voted on because the Vice President automatically moves up to the office of President. If for any reason the Vice President cannot assume the office of President, then an election for the office of President shall be conducted prior to the other elections. Nominees for Vice President must necessarily have at least two years remaining on his/her term as a Director thereby permitting him/her to serve as President during the second year following election as Vice President.
Section 6.3 Removal of Officers. Any officer, once elected, may be removed, with or without cause by a two-thirds vote of the full Board. At least six (6) Directors must vote by secret written ballot for removal of an officer. The count is not to be announced; only whether the motion to remove has passed or not passed. The President counts and announces the vote, and the Vice President confirms the count. If either the President or Vice President are the object of a motion for removal, that officer shall not count or announce the vote or confirm the count, and another officer, in the order of precedence of President, Vice President, Secretary, and Treasurer, shall count and announce the vote or confirm the count. The removal of a Director as an officer does not affect the Director’s seat on the Board. The office vacancy created by removal shall be filled for the remaining term by a majority vote of the Board as soon as possible.
Section 6.4 President. The President shall be the principal executive officer of the Club and, subject to the control of the Board, shall, in general, supervise and control all of the business and affairs of the Club. The President shall, when present, preside at all meetings of the members and of the Board. The President may sign, with the Secretary or any other proper officer of the Club authorized by the Board, Stock Certificates in the Club, the issuance of which shall have been authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by theses Bylaws to some other officer or agent of the Club, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. The President shall appoint the Chairs of the committees and shall be the presiding member of the Executive Committee.
Section 6.5 Vice President. In the absence of the President or in the event of his or her death, inability, or refusal to act, the Vice President shall perform the duties of the President. The Vice President may sign, with the Secretary, Stock Certificates in the Club the issuance of which have been authorized by resolution of the Board; and shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board. The Vice President shall be a member of the Executive Committee.
Section 6.6 Secretary. The Secretary shall:
(a) keep the minutes of the proceedings of the Shareholders and of the Board of Directors and the other records and information of the Club required to be kept, in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) oversee the custody of the corporate records and of any seal of the Club;
(d) when required or requested, authenticate any records of the Club;
(e) shall ensure a registry of the post office address of each Shareholder is kept;
(f) sign Stock Certificates in the Club, the issuance of which shall have been authorized by resolution of the Board;
(g) have general charge of the membership books of the Club;
(h) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board; and
(i) act as President during the absence of the President and Vice President and shall be a member of the Executive Committee.
Section 6.7 Treasurer. The Treasurer shall cooperate with the General Manager in establishing the supervising of the books of account and shall exercise surveillance over the fiscal affairs of the Club and shall make recommendations to the Board as he or she deems appropriate with regard to fiscal matters. Specifically, the Treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities of the Club, provided, however, the Treasurer may delegate to the General Manager some of these duties;
(b) in general, perform all of the duties of incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board; and
(c) act as President during the absence of the President, Vice President, and Secretary and shall be a member of the Executive Committee.
Section 6.8 General Manager. There shall be a Club General Manager (GM), who shall be appointed by and hold office at the pleasure of the Board. The duties and responsibilities of the GM shall include:
(a) general supervision and control of all physical facilities of the Club;
(b) general supervision over the operation of the Clubhouse dining rooms, lounges, locker rooms, halfway house and golf course restrooms. The GM shall be responsible to make certain that all such facilities are adequately staffed, operating and available for the use of members and their guests at times designated by the Board.
(c) general supervision over all employees of the Club;
(d) charge of all matters and transactions between the Club, its members and the Golf Professional;
(e) the right to hire and discharge all employees;
(f) the right to implement and enforce all policies and rules promulgated by the Board;
(g) shall be accountable for all funds and monies received by the Club, and shall see that they are placed in such depository as directed by the Board;
(h) shall sign all accounts payable checks drawn on the Club bank account, provided that in his/her absence another officer may sign in his/her stead;
(i) shall make a monthly report to the Board of Directors, which may be either oral or written, concerning the affairs of the Club and any current problems;
(j) shall maintain and supervise books of account and records of all financial transactions in a form satisfactory to the Board using current technology and methods available to clubs and organizations of like size and nature to the full extent possible;
(k) shall attend Shareholder meetings, meetings of the Board and meetings of all standing committees (to the extent requested by the Board or the committee Chairs), and furnish such information concerning Club affairs as may be requested by any officer or by the Board;
(l) shall be responsible for the safeguarding of the Club’s property at all times; and
(m) subject to the approval of the Board, shall make arrangements for insurance adequate to protect the Club from liability claims and loss, damage or destruction of property.
Section 6.9 Training and Safety. All managers shall be responsible for implementing training and safety for their departments, as directed.
Section 6.10 Bonds. The Club Officers and GM shall be covered by fidelity bonds in such amounts as may be fixed by the Board, the premiums to be paid by the Club.
Section 7.1 Standing Committees. The Board may create one or more committees and appoint members of the Club and the Board to serve on them. Each committee must have three (3) or more members. There shall be the following standing committees.
1. Executive Committee
2. House Committee
3. Golf Committee
4. Grounds Committee
5. Shareholdership Committee
6. Finance Committee
7. Long Range Planning Committee
8. Social Activities Committee
9. Information Services Committee
10. Food and Beverage Committee
A majority of members of these committees shall be Shareholders.
With the exception of the Executive Committee, the purpose of these and other committees established by the Board is to provide the Board with recommendations from the Shareholdership concerning operations of the Club. The committees are solely advisory in their function and their recommendations are not binding on the Board or the Club Manager. Recommendations as adopted by the Board are presented to the GM in the form of recommendations or directions by the President.
Section 7.2 Establishment and Chair. These committees, and others, which may be deemed necessary by the Board, shall be established by the President and shall be subject to the approval of the Board. A Director shall be appointed to the Chair of each standing committee by the President. The Chair of each committee will appoint members to the committee.
Section 7.3 Committee Composition.
(a) The Executive Committee which is comprised of, and the order for presiding is, the President, Vice President, Secretary, and Treasurer. The committee will meet periodically, preferably monthly, with the Club Manager and other appropriate Department Managers and employees to review Club operations. The committee may also act on an issue or give direction concerning the expenditure of funds within specified limits with the full authority of the Board when specifically directed by the Board to do so.
(b) All other standing committees shall consist of one (1) Director, appointed by the President, who shall serve as Chair, and not less than two (2) Shareholders who shall be appointed by the Chair with the approval of the Board.
Section 7.4 Terms of Office. Committee Members shall serve for a term of one (1) year and until their successors are appointed and qualified. In the event of any vacancy on any committees, such vacancies shall be filled by the same appointing authority as provided in these Bylaws.
Section 7.5 Executive Committee. The Executive Committee shall have and exercise the powers of the Board in the following circumstances:
(a) whenever an emergency situation arises requiring immediate action and there is insufficient time to convene a special meeting of the Board; or
(b) under such other circumstances as the Board of Directors may provide by resolution.
Three (3) members of the Executive Committee shall be a quorum. No action shall be taken except upon a unanimous vote of the quorum.
Section 7.6 House Committee. The House Committee shall recommend and promulgate rules, which shall be known as House Rules, regulating the use of all Club facilities, other than the golf course, by Shareholders and their guests. House Rules, when approved by the Board, shall have the force of these Bylaws. This committee shall maintain constant surveillance over the physical facilities of the Clubhouse, immediate facility grounds surrounding the Clubhouse, and the parking lot and shall make recommendations to the Board for necessary maintenance, repairs, improvements and additions to the Clubhouse.
Section 7.7 Golf Committee. The Golf Committee shall, working with the Golf Professional, plan and conduct all Club tournaments, shall make arrangements for trophies and other suitable prizes, shall recommend and promulgate rules governing handicaps and conduct of Shareholders and their guests on the golf course, which shall be known as Golf Course Rules of Play. Golf Course Rules of Play, when approved by the Board, shall have the force of these Bylaws. They shall be conspicuously posted upon the Club bulleting board and circulated among the Shareholders as provided by the Directors.
Section 7.8 Grounds Committee. The Grounds Committee shall maintain constant surveillance over the golf course, and shall make recommendations to the Board for necessary maintenance, repairs, improvements and capital improvements and shall recommend priorities for all such repairs, maintenance and capital improvements.
Section 7.9 Shareholdership Committee. The Shareholdership Committee shall receive all applications for Shares in the Club, investigate the desirability and report its findings and recommendation to the Board.
Section 7.10 Finance Committee. The Finance Committee shall prepare an annual budget to be submitted to the Board no later than the December meeting of each year, shall study the fiscal needs and problems of the Club and shall make recommendations to the Board as to all fiscal matter, including, but not limited to, dues structure, transfer fees, locker fees, charges for Club services, etc.
Section 7.11 Long Range Planning Committee. The Long Range Planning Committee shall maintain under constant surveillance and study, the long range needs and anticipated problems of the Club. The Committee shall study the need for, and make recommendation for, capital improvements, and the means for financing the same; make recommendations as to the best means of utilizing Club assets, resources and facilities; and generally survey and make recommendations as to projected Club programs and activities extending beyond the current fiscal year.
Section 7.12 Social Activities Committee. The Social Activities Committee shall plan and conduct all Club parties and social functions.
Section 7.13 Information Services Committee. The Information Services Committee shall continually maintain, update, revise, and monitor news related items and disseminate information to the Shareholders through the Web site, in conjunction with the Web-site manager.
Section 7.14 Food and Beverage Committee. The Food and Beverage Committee shall make recommendations concerning the general operations, equipment, menus and drink lists, hours of operation, quality control, inventory protection, banquet services, pricing, and the food facility located near the 10th tee. Where appropriate, especially concerning recommendations involving large equipment, or layout and space requirements, or building renovations, the Food and Beverage Committee shall confer with the House Committee.
Section 7.15 Ad hoc Committees. The President may appoint special Ad hoc committees as required.
Section 8.1 Publication. Copies of all House Rules and Golf Course Rules of Play shall be posted in the Clubhouse and the Secretary shall distribute copies thereof, together with copies of these Bylaws, and all future amendments thereto, to all Shareholders of the Club.
Section 8.2 Enforcement and Penalties. The Club General Manager and Golf Professional shall be responsible for the observance, by the Shareholders, of those Rules of the Club and the provisions of the Bylaws which pertain to their respective areas of responsibility. The Board shall have authority to take such disciplinary action as it deems necessary or proper for any violations of the Rules of the Club or the provisions of the Bylaws.
Section 8.3 Good Standing. Any Shareholder whose Shareholdership is suspended, either for disciplinary or fiduciary reasons, is considered to no longer be a Shareholder in good standing, and such Shareholdership loses all privileges awarded a Shareholdership in good standing, including but not limited to the right to use Club facilities, to attend Shareholder meetings, and to vote on Club related issues.
Section 9.1 Shareholder Processing and Transfer Fees. Shareholder processing fees shall be provided by resolution of the Board. Shareholder’s transfer fees (the Transfer Fee) shall be as follows: for Shareholders of record (including Honorary Shareholders) as of March 8, 2010, twenty-five percent (25%) of the sales price or $6,500, whichever is greater. Such Honorary Shareholder’s obligation to pay the Transfer Fee is subject to the provisions of Article 3.4(c)(1). For Shareholders (including Honorary Shareholders) who become Shareholders on or after March 9, 2010, such Shareholders do not have the right to sell the membership and may only resign pursuant to Article 11.1.
Section 9.2 Use of Transfer Fees. All moneys received by the Club as transfer fees shall be deposited in the Club bank account and may be used for any Club purposes, the same as any other funds or revenues of the Club.
Section 9.3 Monthly Dues and Other Charges. Monthly dues, patronage minimums and other charges for all categories of Shareholderships and Memberships in the Club shall be set and determined by the Board from time to time. Notice of any changes in dues or other charges shall be given in writing to each Shareholder or Member affected by such changes.
Section 9.4 Shareholder’s Responsibility for Debts. Each Shareholder shall be responsible to the Club for any debts incurred by members of his or her family to the Club, or by any guests introduced to the Club by him or her, and for any and all damages done by any of them.
Section 9.5 Dues During Listing for Sale (Applicable Only to Shareholders, Including Honorary Shareholders, of Record as of March 8, 2010). Whenever a share shall be listed for sale, as elsewhere herein provided, the owner thereof shall continue to pay the established dues, patronage minimums and other charges until such time as said share is sold.
Section 9.6 Surrender or Forfeiture. Any Shareholder who voluntarily surrenders or forfeits his or her share to the Club in accordance with Section 11.1 hereof, shall thereby be relieved of any obligation for any dues or assessments from and after the last day of the month of forfeiture. Such forfeiture shall operate as an unconditional transfer to the Club of all rights, title privileges, and interest of such Shareholder in and to the Club and its property.
ARTICLE 10. TRANSFER OF EQUITY SHAREHOLDERSHIP. (Applicable Only to Shareholders, Including Honorary Shareholders, of Record as of March 8, 2010).
Section 10.1 Sale of Shareholdership. The sale of all Club Shareholderships will take place based on a free market float system. The Board may, in its discretion, set and/or adjust a lower limit for the sale price of Shareholderships.
(a) Transfers of Shareholderships are restricted to transfer by endorsement and return of the Shareholderships to the Club.
(b) Shareholderships for sale will be placed on the sale list the first of every month in order of lowest price to highest price.
(1) First priority at each price level will be given based on the date the Shareholdership was placed on the sale list at that price level. Shareholders may elect to adjust their selling price monthly as long as the change is made in writing prior to the first day of the month the change is to be effective. Returned Shareholderships shall be issued to new Shareholders in the order such Shareholderships are located on the current sale list.
(2) The foregoing notwithstanding, if a Shareholder 1) has deposited with the Secretary a $250 processing fee, an executed Request to Sell Shareholdership form and a properly endorsed Shareholdership certificate, 2) has on his or her own initiative obtained a buyer for said Shareholdership at the price it is currently listed on the sale list, 3) agrees in writing that upon sale of the Shareholdership he or she will pay to the Club the established transfer fee, and 4) if the buyer is approved for Shareholdership, and 5) the buyer has deposited funds with the Club in the full amount of the listed selling price for the said Shareholdership, the Shareholdership may be sold immediately to the buyer without regard to the position of the seller on the sale list. The Shareholder is not permitted to use any form of public advertisement to obtain a buyer; any attempt to do so will vacate the Shareholder’s position on the Shareholderships for sale list and will preclude the Shareholder’s use of this provision for the sale of the Shareholdership then or at any future time.
(c) To the extent that the Board chooses to place a lower limit on the sale price of Shareholderships, the Board at its discretion may put in place appropriate transition rules for membership sales.
(d) Those desiring to transfer their Shareholdership shall deposit with the Secretary a $250 processing fee, the certificate of Shareholdership signed by the Shareholder (or his or her legally authorized representative with certified proof of authorization in a form satisfactory to the Secretary) and the appropriate request to sell form indicating the Shareholder’s desired selling price. The indicated selling price must be in increments of $500. Until the Shareholdership is sold, the monthly dues, patronage minimums and charges must be paid.
(e) Upon issuance of the returned Shareholdership to a new Shareholder of the Club, and payment by the new Shareholder to the Club of the appropriate sales price as indicated by the sale list, the Club shall remit to the transferring Shareholder the $250 processing fee plus the amount of the Shareholdership admission fee paid by the new Shareholder less the Transfer Fee established by the Board and any balance owing on their account.
(f) The Transfer Fee shall be set by the Board and may be changed by the Board from time to time at its discretion. Unless and until changed, the Transfer Fee shall be equal to the greater of $6,500 or twenty-five percent (25%) of the average selling price of the Shareholderships at the last monthly meeting of the Board first preceding the month in which the Shareholdership in question is approved for transfer.
(g) If a Shareholder revokes his/her Request to Sell in writing prior to the time a buyer places a deposit on the Shareholdership , the Shareholder 1) relinquishes to the Club the $250 processing fee and 2) must reapply to sell his/her Shareholdership following Section 10.1 if and when he/she desires to sell the Shareholdership in the future.
(h) If a Shareholder revokes his/her Request to Sell after the time a buyer places a deposit on the Shareholdership, the Shareholder 1) shall remit to the Club the Transfer Fee that would have accrued to the Club had the transfer action been completed 2) shall remit to the Club the amount, if any, by which the buyer’s new price exceeds the Shareholder’s selling price and 3) shall be prohibited from resubmitting a Request to Sell for a six month period.
(i) Any shares owned by the Club (unissued, forfeited, resigned, or repurchased) may be issued at the Club’s discretion. Club-owned shares need not be placed on the sale list.
Section 10.2. Advertisement of Shareholdership. A Shareholdership shall not be offered for sale by advertising of any kind nor through sale by a third party nor otherwise than as herein provided. Any Shareholder violating this provision shall be subject to fine, suspension or expulsion.
Section 10.3. General. No share in the Club, other than that of a Shareholder evidenced by a Stock Certificate, may be sold, transferred or assigned.
Section 10.4. Payment of Debts Prior to Transfer. No Stock Certificate may be transferred to any person (other than to the Club for forfeiture) unless and until all debts including dues of the Shareholder have been paid.
Section 10.5. Transfer to Member of Family. Subject to the provisions of these Bylaws, including but not limited to the application process, any Shareholder may transfer his or her Stock Certificate to a family member of his or her choice. Upon such transfer of stock, a new Stock Certificate shall be issued to the transferee upon payment of a Transfer Fee (as described in Section 10.1(f) above) provided, however, there shall not be a transfer fee for a transfer from a Shareholder to his/her spouse or their child or to a son-in-law or daughter-in-law. A processing fee shall be charged in these later instances.
Section 10.6. Transfer Upon Death of Shareholder. Subject to these Bylaws, a Stock Certificate of a deceased Shareholder may be transferred by his or her estate or personal representative as follows:
(a) stock Certificate for the Shareholder may be transferred to the spouse, child or son-in-law or daughter-in-law of any deceased Shareholder, without payment of transfer fee; or
(b) it may be sold and transferred to someone else, upon the same terms and conditions as if sold or transferred during the life of said deceased member.
Any determination by the Board as to the party entitled to said stock certificate, or proceeds thereof and of the endorsement required by the Board shall be final, conclusive and binding on all parties interested in said stock certificate, or claiming any interest therein.
Section 10.7 Transfer to or from a Living Trust. Any Shareholder may request that his or her Stock Certificate be reissued in the name of a “Living Trust” established by such Shareholder or in the name of the Shareholder if previously issued in the name of such a Living Trust. The Shareholder must be the Grantor as well as the beneficiary of the Trust during his or her lifetime. In addition, the shareholder may be the Trustee or a Co-Trustee of said Trust. Upon such request being received by the Board, the Board shall review the pertinent portions of the Trust Agreement. The Board shall satisfy itself that no actual transfer of Shareholdership will occur to someone other than the Grantor. Upon approval by the Board, the Stock Certificate shall be reissued in the name of the Living Trust or Shareholder as the case may be, without payment of the Transfer Fee. Upon reissuance, the Grantor and the Living Trust shall each be responsible for the payment of all fees and dues and shall be subject to all rules, regulations and restrictions as if the Shareholdership was held by the Grantor individually. All remaining provisions of this Article shall remain in full force and effect upon death of the Grantor, or the transfer of the beneficial interest in the Stock Certificate to someone other than the Grantor.
Section 10.8. Transfer to be Approved by the Board. Notwithstanding anything to the contrary herein contained, no transfer of a Stock Certificate shall be valid until the transferee shall have been elected to Shareholdership as per Article 2, and the transfer has been approved by the Board.
Section 10.9 Hardship. The Board of Directors shall have the power, but not the obligation, to relieve Shareholders from future financial obligations to the Club, in exceptional situations of hardship or distress. Any action taken under this Section shall be within the sole and absolute discretion of the Board of Directors, and shall not be subject to appeal by any Shareholder or group of Shareholders. Should the Board of Directors elect under this Section to repurchase a Shareholdership of any Shareholder enduring hardship, the repurchased Shareholdership shall be resold by the Club along with any Shareholderships offered for resale by its Shareholders.
Section 11.1 Resignations. Notwithstanding anything herein to the contrary, any Shareholder, may resign at any time and surrender his or her Certificate to the Club and direct its cancellation and thereupon be entitled to have his or her resignation accepted by the Board. Such resignation shall only be effective after all indebtedness has been paid through the end of the month in which the resignation is submitted, the Shareholdership Certificate has been surrendered to the Club, and the written request for resignation has been received at the Business Office of the Club by certified mail. Such resignation and surrender shall operate as an unconditional transfer to the Club of all rights, title privileges, and interest of such Shareholder in and to the Club and its property.
Section 11.2 Termination of Shareholdership. Except as in these Bylaws specifically provided, Shares in this corporation are not transferable, nor do they pass by decent or devise.
ARTICLE 12. DELINQUENT ACCOUNTS
Section 12.1. Action on Delinquent Accounts.
(a) On or before the fifth (5th) of each month, the Club Manager shall send a statement to every shareholder indebted to the Club. All indebtedness of Shareholders shall be due and payable on or before the last day of the month following that in which such indebtedness was incurred (“Monthly Due Date”). In the event that the indebtedness is not paid in full by the Monthly Due Date, interest will accrue thereon a t the rate of one point five percent (1.5%) per month (or at such other rate as may be determined by the Board from time to time) until paid in full. The Club Manager shall notify each shareholder whose account for the preceding month has not been paid by the Monthly Due Date that his or her Shareholdership is suspended.
(b) The suspended Shareholder is denied all privileges of the Club until the delinquent indebtedness is paid in full and the Shareholder provides the Club with a valid credit card that the Club is authorized to use in the future to obtain payment for all amounts not paid by the Shareholder by the preceding Monthly Due Date.
(c) Once a Shareholder has been suspended, the Club shall charge to the Shareholder’s credit card all amounts not paid by the Shareholder by the preceding Monthly Due Date. There will be an additional fee added to the total charges billed to the credit card to cover the fee charged by the credit card issuer. If such Shareholder’s credit card rejects the charge, the Shareholder will be suspended and privileges of the Club will be denied until such indebtedness is paid.
(d) If any Shareholder shall have been delinquent for a continuous period of ninety (90) days from the Monthly Due Date, such Shareholder’s Shareholdership may be subject to forfeiture, upon such notice as the Board may direct.
(e) At any time the amount of a Shareholder’s delinquency exceeds fifty percent (50%) of the amount for which the last Shareholdership was sold, the Shareholdership of the delinquent Member may be forfeited at the discretion of the Board.
Section 13.1 Discipline for Cause. The Board shall have authority to privately discipline, publicly reprimand, fine, suspend or expel any Shareholder for cause. Such cause may consist of the violation of any Bylaw or rule of the Club, or of conduct, which, in the opinion of the Board is prejudicial to the Club’s welfare, or to the good order and discipline therein upon the premises, or any improper usage of the Club or its property.
Public reprimand, suspension for a period of more than thirty (30) days, or expulsion of any Shareholder for cause, shall not be made by the Board, until the Shareholder shall have had an opportunity to present such Shareholders defense. One (1) week’s written notice specifying the time and place the Board will consider the charges, accompanied by a written specification thereof, shall be considered as affording such Shareholder sufficient opportunity to present his defense.
A Shareholder may be privately disciplined for cause upon the affirmative vote of a majority of Directors present at the meeting; but public reprimand, or suspension, shall require the affirmative vote of seven of the nine (9) Directors.
Section 13.2 Disposition of Shareholdership on Expulsion or Forfeiture for Delinquency.
(a) Shareholders, including Honorary Shareholders, of Record as of March 8, 2010.
In the case of the expulsion of a Shareholder for disciplinary reasons, or forfeiture of a Shareholder for delinquency, as in these Bylaws provided, ownership of the Stock Certificate shall revert to the Club. In the event of such reversion the Club shall have the options (a) of selling said Stock Certificate at the best price then obtainable, or (b) of holding said Stock Certificate. If the Stock Certificate is sold, the Club shall deduct from the amount of the purchase price the amount of amounts owed by the former Shareholder to the Club, (“Shareholder Obligation”), which includes, outstanding charges incurred, assessments and fines, interest, (as provided in Section 12.1(a)), and double the amount of the Transfer Fee (as provided in Section 10.1(f). The balance of the purchase price, if any shall be paid to the former Shareholder. If the Club elects to retain the Stock Certificate, the Club shall be considered to have sold the Stock Certificate at the sales price for the most recent sale of a Club Shareholdership, and after deducting from said amount the Shareholder Obligation of the former Shareholder to the Club as above set forth, the excess of such amount, if any shall be paid to the former Shareholder.
(b) Shareholders, including Honorary Shareholders, of Record on and after March 9, 2010.
In the case of the expulsion of a Shareholder for disciplinary reasons, or forfeiture of a Shareholder for delinquency, as in these Bylaws provided, ownership of the Stock Certificate shall revert to the Club, the former Shareholder shall be entitled to no remuneration regarding said Stock Certificate, and the former Shareholder shall be indebted to the Club for his/her Shareholder Obligation to the Club (as described in Section 13.2(a))., excluding transfer fees.
ARTICLE 14. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS
Section 14.1 Limitation of Liability of Directors. Directors shall not be liable to the Club or its Shareholders for monetary damages for any action taken or any failure to take any action, as a Director, except liability for
(a) the amount of a financial benefit received by a Director to which he or she is not entitled;(b) an intentional infliction of harm on the Club or is Shareholders; and/or (c) an intentional violation of criminal law.
Section 14.2 Indemnification of Directors. Unless otherwise provided in the Articles of Incorporation, the Club shall indemnify any individual made a party to a proceeding because the individual is or was a Director against liability incurred in any proceeding. Provided, however, the Club shall only indemnify an individual if it has authorized the indemnification in accordance with applicable law and a determination has been made that indemnification is in accordance with the following requirements:
(a) Standard of Conduct. The Club shall determine that:
(1) the individual’s conduct was in good faith;
(2) the individual reasonably believed that his or her conduct was in, or not opposed to, the Club’s best interest; and
(3) in the case of any criminal proceeding, the individual had no reasonable cause to believe that his or her conduct was unlawful.
(b) No Indemnification in Certain Circumstances. The Club shall not indemnify an individual under this Section 14.2:
(1) in connection with any other proceeding by or in the right of the Club in which the individual was adjudged liable to the Club; or
(2) in connection with any other proceeding charging that the individual derived an improper personal benefit, whether or not involving action in the individual’s official capacity, in which proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.
(c) Indemnification in Derivative Actions Limited. Indemnification permitted under this Section 14.2 in connection with a proceeding by or in the right of the Club is limited to reasonable expenses incurred in connection with the proceeding.
Section 14.3 Advance Payment of Expenses. Unless otherwise provided in the Articles of Incorporation, the Club may pay for or reimburse in advance of final disposition of any proceeding the reasonable expenses incurred by an individual who is a party to a proceeding because he or she is or was a Director of the Club if (1) in accordance with the procedures and standards set forth in the applicable law, an authorization of payment is made, and (2) in accordance with the procedures set forth in the applicable law, a determination is made that the following has occurred:
(a) Written Affirmation. The individual has furnished to the Club a written affirmation of the individual’s good faith belief that the individual has met the standard of conduct described in Section 14.2 of these Bylaws.
(b) Written Undertaking. The individual has furnished to the Club a written undertaking, executed personally or on the individual’s behalf, to repay the advance if it is ultimately determined that the individual did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the individual but need not be secured and may be accepted without reference to financial ability to make repayment).
(c) Factual Determination. A determination has been made that the facts known to those making the determination would not preclude indemnification under Section 14.2 of these Bylaws or the applicable law.
Section 14.4 Indemnification of Officers, Employees, Fiduciaries and Agents. Unless otherwise provided in the Articles of Incorporation, the Club shall indemnify and advance expenses to any individual made a party to a proceeding because the individual is or was an officer, employee, fiduciary, or agent of the Club to the same extent as to an individual made a party to a proceeding because the individual is or was a Director of the Club, or to a greater extent, is not inconsistent with public policy, if provided for by general or specific action of the Board.
Section 14.5 Insurance. The Club may purchase and maintain liability insurance on behalf of a person who is or was a Director, officer, employee, fiduciary, or agent of the Club, or who, while serving as a Director, officer employee fiduciary, or agent of the Club, is or was serving at the request of the Club as a Director, officer, partner, trustee, employee, fiduciary or agent of another foreign or domestic corporation or other person, or of an employee benefit plan, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Director, officer, employee, fiduciary, or agent, whether or not the Club would have power to indemnify him or her against the same liability under applicable law. Insurance may be procured from any insurance company designated by the Board, whether the insurance company is formed under the laws of the State of Utah or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Club has an equity or any other interest through stock ownership or otherwise.
Section 15.1 Fiscal Year. The fiscal year of the Club shall be from January 1st to December 31st unless otherwise fixed by resolution of the Board.
Section 16.1 Construction of Bylaws. Whenever the context may require, any pronoun used in the Bylaws shall include the corresponding masculine, feminine or neuter forms and the singular form of nouns, pronouns and verbs shall include plural and vice versa.
Section 17.1 Loss, Injury or Damage. The Club shall have no liability to any Shareholder for loss of or injury or damage to any personal property, including golf equipment, clothing or other personal property, and shall have no responsibility or liability for personal injury to any Shareholder arising out of use by any Shareholder of any of the Club facilities or exercise of any of the privileges of the Club.
Section 18.1 Amendments. The Club’s Board may amend these Bylaws by a two-thirds vote of the entire Board, except to the extent that the Articles of Incorporation, these Bylaws, or the Utah Revised Business Corporation Act, require otherwise. However, the Board may not adopt, amend or repeal a Bylaw which shall pertain to the qualifications, voting rights or property rights of Shareholders and shall not amend or repeal any Bylaw which pertains to the termination or forfeiture of Shareholdership unless such Bylaw is approved by the Shareholders in accordance with the requirements of Utah law.
Revised
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