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SIDNEY COUNTRY CLUB CODE OF BY-LAWS
(amended on December 13, 2009)
ARTICLE I -- CLASSES OF MEMBERS & MEMBERSHIPS
Section 1. Classes of Membership The membership of the club shall consist of six classes as follows:
1. Individual Membership 2. Couple Membership 3. Family Membership
4. Social Membership 5. Student Membership 6. Junior Membership
Section 1A. Membership Certificates Beginning in 1999 and thereafter, all playing and family memberships must own a membership certificate, except as allowed in except as allowed in Sections 2, 3 and 4 of this article. Membership certificates outstanding shall be limited to a maximum of four hundred and fifty (450). Membership certificate ownership by any individual shall be limited to one in number. Membership certificates will only be issued to individuals or jointly with a spouse and only as individual, couple or family memberships, under the following terms:
A) Issuance Price - Before such date that 450 membership certificates are outstanding, the issuance price by the Club for new membership certificates shall be as follows:
1. Prior to July 1, 1999 $500.00
2. July 1, 1999 through June 30, 2000 $600.00
3. July 1, 2000 through June 30, 2001 $700.00
4. July 1, 2001 through June 30, 2002 $800.00
5. July 1, 2002 through June 30, 2003 $900.00
6. July 1, 2003 and thereafter $1,000.00
B) Payment Option - As an alternative to initial full payment of the issuance price, membership certificates may be purchased with up to five equal annual payments totaling 110% of the original issuance price, or up to ten equal annual payments totaling 120% of the issuance price. The first payment shall be due on the date of membership certificate issuance and each of the remaining annual payments shall be due by May 1 of the succeeding years.
C) Redemptions by the Club - There shall be no restrictions on the number of membership certificate redemptions by the Club. Before such date that 450 membership certificates are outstanding, the redemption price will be equal to the amount of the original issuance price that has actually been paid to the Club for such membership certificate. After such date that 450 membership certificates are outstanding, the redemption price will be a minimum of $1,000.00.
D) Transfers - Only after such date that 450 membership certificates are outstanding, membership certificate transfers will be allowed in accordance with Section 8 of this Article.
E) Inactive Membership Certificate - Upon approval by the Board of Directors, a membership certificate may be placed on inactive status should such member find it necessary to temporarily discontinue an individual, couple or family membership. Members holding inactive certificates may not vote at meetings of the Club, serve on the Board or any Club committees or occupy a cart shed or cart space. Such member shall be required to: 1) annually submit by April 1st, a request for inactive certificate status to the Board for approval, 2) annually pay such dues as to maintain a Social membership, and 3) continue to make timely certificate payments as may be required in paragraph B) of this section. Failure to comply with these requirements shall cause the membership certificate of such member to be cancelled and redeemed in accordance with Section 1A of Article I, however, any indebtedness owed to the Club by such member may be deducted from any certificate redemption refund. To re-activate a membership certificate, the member must notify the Club such intention and must make payment of the appropriate membership dues payment.
Section 2. Voting, Property, and Golfing Rights Only ONE vote can be cast per membership certificate outstanding at any regular, annual, or special meeting of the Club. Only a membership certificate owner shall be entitled to vote or become a director of the Club. No class of membership shall have any right, title, or interest in the property or assets of the Club in the event of dissolution or otherwise. Individual, couple, student, and junior memberships shall be entitled to use of the clubhouse and golf course. A social membership shall be entitled to use of the clubhouse and limited use of the golf course as specified by Club policy..
All fully paid playing and family members as of December 31, 1998 shall have the right to continue to pay annual dues without purchasing a membership certificate. This right shall continue until December 31, 2003 or December 31 of such year that 450 membership certificates are outstanding, whichever may be later. Non-payment or delinquency of dues, as defined in Section 3 of Article II, shall cause such member to permanently forfeit this right. Such non-certificate owning members shall enjoy all the privileges of membership except the right to vote at any Club meeting or serve on the Board of Directors.
Section 3. Individual and Couple Memberships An individual membership shall consist of an individual, and a couple membership shall consist of a husband and wife, owning a membership certificate who shall have paid the full membership dues and have been duly elected to such membership in accordance with these by-laws.
An Associate individual membership or Associate couple membership shall be available to those who are under the age of 30 for a single term of one year. Such membership shall not require the purchase of a membership certificate, may not vote at meetings of the Club, serve on the Board or any Club committees, or occupy a cart shed or cart space. An Associate individual membership or Associate couple membership shall be responsible for payment annual dues and assessments and shall enjoy all the rights and privileges of a certificate member except as noted in this paragraph. Upon expiration of the Associate individual membership or Associate couple membership, the member(s) must acquire a membership certificate as provided in Article I, Section 1A to continue as an individual membership or couple membership.
Section 4. Family Memberships A family membership is a playing membership which includes children up to age 23, regularly enrolled in a full-time educational institution, who are financially dependent upon the member.
An Associate family membership shall be available to those who are under the age of 30 for a single term of one year. Such membership shall not require the purchase of a membership certificate, may not vote at meetings of the Club, serve on the Board or any Club committees, or occupy a cart shed or cart space. An Associate family membership shall be responsible for payment annual dues and assessments and shall enjoy all the rights and privileges of a certificate member except as noted in this paragraph. Upon expiration of the Associate family membership, the member must acquire a membership certificate as provided in Article I, Section 1A to continue as a family membership.
Section 5. Social Memberships A social membership shall consist of such persons who shall have paid the full social membership dues and have been duly elected to such membership in accordance to the by-laws.
Section 6. Junior and Student Memberships A student membership shall consist of such persons who are no older than 23 and are regularly enrolled in a full-time educational institution for a minimum of one consecutive year and whose yearly application for such membership is approved by the Board of Directors. A junior membership shall consist of such persons who are no older than 18 and whose yearly application for such membership is approved by the Board of Directors.
Section 7. Membership Privileges Members of the immediate family of any family or social member, who are financially dependent upon the member, may enjoy the same privileges as the member, subject to such rules and regulations the Board of Directors may adopt.
Section 8. Membership Application All applications for new membership certificates or membership certificate transfers shall be signed by the applicant and shall be sponsored by a current membership certificate owner. All applications for membership shall be referred to the Board of Directors. No applicant for membership shall be denied membership due to the applicant's religion, race, color, national origin, sex, or marital status. The Board of Directors shall act upon such applications and such action shall be secret and final. Two (2) negative votes of the Board of Directors shall exclude any applicant from membership. No person failing election shall be again proposed for membership until the expiration of one (1) year from the time of action. The Board of Directors will consider no application for membership whose approval would cause the number of membership certificates outstanding to exceed 450 in number.
Section 9. Termination of Membership Any member guilty of any misconduct or conduct injurious and prejudicial to the Club, or shall violate the by-laws or rules of the Club, may be expelled or suspended from the Club by the affirmative vote of not less than four (4) members of the Board of Directors. Before any member can be suspended or expelled, ten (10) days written notice that such action will be taken shall be personally delivered to the member if practicable. In the event that personal delivery of said notice is impracticable, the notice may be deposited to the member's last known address. Such members shall be given opportunity to appear before the Board of Directors at the time and place mentioned in said notice if desired. Any person who, for any cause, shall cease to be a member, shall immediately thereafter forfeit all membership privileges, and the membership certificate of such member shall be immediately redeemed at an amount in accordance with Section 1A of this Article.
Section 10. Armed Forces Any member called to active duty in the Armed Forces of the United State may have the payment of dues temporarily suspended during time on active duty and stationed outside of Richland County, upon making request to the Board of Directors for such permission. Any such member and immediate family will be entitled to all Club privileges during the period of such suspension, at the discretion of the Board of Directors.
ARTICLE II - YEARLY DUES AND PENALTY FOR FAILURE TO PAY
Section 1: Basic Membership Dues Members shall pay yearly dues as follows:
1. Individual membership $775.00 2. Couple membership $825.00
3. Family membership $875.00 4. Social membership $150.00
5. Student membership $200.00 6. Junior membership $175.00
Section 2. Dues, Fees & Assessments Membership fees, assessments and yearly dues may be raised or lowered by an affirmative vote of a majority of votes cast at any annual or special meeting of the Club called for said purpose and written notice having been sent in accordance with Article III, Sections 1 & 2. All voting done shall be by secret ballot.
For any year that no request for a yearly dues increase is proposed to the membership, the Board of Directors shall have the discretion and authority to increase annual dues by an amount up to and not to exceed five percent (5%) to fund cost-of living increases in budgeted operating expenses. Any such dues increases approved by the Board of Directors shall serve to amend the yearly dues amounts in Section 1 of Article II above.
Section 3. Payment of Dues and Penalty for Failure to Pay Annual dues for the calendar year shall be payable in advance on January 1st, however, policies for payments on membership dues may be established by the Board of Directors. Prior to January 1st, a notice of the amount of dues payable shall be sent to each member at the member's last known address on the records of the Club. When the dues of any member remains unpaid and is not considered current on a plan of dues payment approved by the Board of Directors by April 1st, the name of such member shall be posted as delinquent on the bulletin board of the Club until such dues shall be paid current and all membership privileges shall be suspended automatically. When the dues or membership certificate payment of any members, including non-certificate owning members, shall remain unpaid on May 31st, such member shall have his/her membership and its privileges revoked, and may be reconsidered for membership according to the membership application procedures in these by-laws. The membership certificate of such member, if any, shall be immediately cancelled and redeemed in accordance with Section 1A of Article I, however, any indebtedness owed to the Club by such member may be deducted from any certificate redemption refund. The membership certificate annual payment option referred to in Section 1A of Article I shall not be made available to such individual upon reapplication.
Section 4. Absentee Voting Attendance at annual or special meetings shall not be required for those membership certificate owning members who are unable to attend such meetings, however, said members shall have the opportunity to vote by secret ballot on any issue regarding membership fees, assessments, and yearly dues provided that said proposals comply with Article III, Sections 1 & 2.
ARTICLE III - MEETING AND ELECTIONS
Section 1. Annual Meeting The annual meeting of the Club will be held at the clubhouse during the month of April each year, or at any time or date designated by the Board of Directors. The Secretary shall give ten days notice by mail of the date, hour, and place of the annual meeting to every member at his/her last post office address as the same appears upon the records of the Club.
Section 2. Special Meetings The President may, and upon the request of the majority of the Board of Directors or fifty (50) membership certificate owning members of the Club, call a special meeting by mailing notice of the date, hour, and place of the special meeting at least ten (10) days in advance thereof. Such call shall set forth the purpose of the meeting and no business other than that specified in the call and notice shall be transacted.
Section 3. Quorum Twenty-five (25) membership certificate owning members in good standing shall constitute a quorum at any annual or special meeting of the Club.
Section 4. Nominating Committee During the month of September of each year, the President shall appoint a nominating committee which shall consist of two (2) members of the Board of Directors and three (3) membership certificate owning members of the Club at large. Such committee shall not nominate less than two (2) candidates for each vacancy among the Board of Directors to be filled at the ensuing election, and said list of nominees shall be posted on the Club bulletin board before October 15th. Nominations for the Board of Directors may also be made by ten (10) or more membership certificate owning members in good standing and such nomination shall be presented to the secretary in writing and signed not less than twenty (20) days before the date of the annual election. Such nominations shall thereupon be posted upon the Club bulletin board.
Section 5. Ballot The Secretary shall mail written ballots to all playing and family certificate owning members at least ten (10) days prior to the annual meeting. Such ballots shall contain thereon the names of all the candidates for the Board of Directors and shall be in such form as the Board of Directors may determine. All ballots mailed to or received by any officer or member of the Board of Directors prior to or at the annual election shall be counted.
Section 6. Elections The President, at the annual election, shall appoint tellers who shall receive and count the ballots cast, after which the results shall be made known to the members present.
ARTICLE IV - GOVERNMENT
Section 1. Board of Directors The control and management of the Club and its affairs and properties shall be entrusted to a Board of Directors consisting of seven membership certificate owning members which shall include the President, Vice-President, and Secretary-Treasurer. A husband and wife who are joint membership certificate owners may not serve on the Board of Directors at the same time. The Secretary-Treasurer may or may not be a member of the Board of Directors.
Section 2. Tenure of Office The term of office for each director shall be three (3) years. In any three year period, two directors shall be elected the first year, two directors elected the second year, and three directors elected in the third year. All tie votes shall be resolved by vote of membership certificate owning members present. Directors shall serve until duly succeeded by properly elected directors.
Section 3. Vacancy Any vacancy on the Board of Directors shall be filled by a majority of the remaining directors at any regular meeting of the Board or at any special meeting specifically called for such purpose, and the director so appointed to fill the vacancy shall serve until the next annual meeting at which time the Club shall elect a member by ballot to serve the unexpired term, if any.
Section 4. Meetings of the Board The regular meeting of the Board of Directors shall be held at the clubhouse or at such other convenient place as may be designated on the first Tuesday of each month or as determined by the Board. Board meetings shall be open to all membership. Special meetings of the Board of Directors may be called at the request of the President or any two (2) of the directors upon at least three (3) days notice, either oral or in writing, being given to each director of the time and place of such meeting.
Section 5. Quorum A majority of the Board of Directors shall constitute a quorum.
Section 6. Duties and Powers In addition to and not in restriction or limitation of the usual powers of like bodies, the Board of Directors shall have the power to fill a vacancy that may occur in any office of in the membership of the Board of Directors until the next succeeding annual meeting or until a successor is elected and qualified, make and amend rules for the use of the Club by its members for their conduct while in the clubhouse and on the grounds, to adopt regulations not inconsistent with these by-laws, that they may deem necessary, and to fix and impose penalties for the violations of the by-laws and rules.
Section 7. Committees The President shall appoint committees as deemed necessary for the better execution of the Club activities and duties. The committees so appointed by the President shall perform such duties as the President and the Board of Directors designate.
Section 8. Annual Report The Board of Directors shall present to the Club at each annual meeting a report as to the condition of the Club, its property, and an account of the financial transactions of the past year. The Directors may require an annual review of the books of the Club by a firm selected by the Board of Directors, and such review shall be incorporated in the annual report. An audit of the books is required after any change in the Club Manager position.
ARTICLE V - OFFICERS
Section 1. Officers The officers of the Club shall be a president, vice-president, and secretary-treasurer who shall be elected by the Board of Directors at a meeting during December of each year subsequent to the annual meeting of members. All officers, with the exception of the secretary-treasurer, must be members of the Board of Directors. Officers shall hold their respective office for one year, or until their successors are elected and qualified.
Section 2. Duties of the Officers President: The president shall preside at all meetings of the Club and of the Board of Directors, and shall have general supervision over the affairs of the Club, its property and employees. By and with the approval of the Board of Directors, the president shall make and execute all contracts on behalf of the Club; provided, however, in no case shall the president be authorized to enter into any contracts, exclusive of employment agreements, written or implied, for which must be paid a sum per item exceeding $50,000.00, or contracts for the sale of Club property having a value greater than $25,000.00. Contracts exceeding these limits must first be submitted and approved by a majority of voting memberships present at any annual or special meeting. Immediately after the election of officers each year, the president shall appoint the officers of the Club.
Vice-President: In the absence of the president, the vice-president shall perform the president's duties. Shall neither be present at a meeting, a chairman shall be selected by those present.
Secretary-Treasurer: The secretary-treasurer shall keep the records of the meetings of the Club and of the Board of Directors, and shall perform such other duties as may from time to time be fixed by the Board. The secretary-treasurer shall mail notices of all meetings of the Club and of the Board of Directors, thereof, as provided by the by-laws, and shall conduct all correspondence, except that pertaining to other officers. The secretary-treasurer shall bill all members for any indebtedness owed to the Club and shall collect and discharge the funds as directed by the Board. The secretary-treasurer shall keep the accounts in books belonging to the Club, which shall at all times be open to the inspection of the Board of Directors, to whom shall be submitted monthly reports of money received and paid out, and the amounts of funds on hand.
Section 3. Director and Officer Indemnification The Club shall indemnify each director and officer of the Club, including former directors and officers, against any claim, demand, action, suit, or proceeding (excluding those arising from such person's criminal act, willful misconduct, or improper personal benefit) made because of such person's office in the Club, against expenses (including reasonable attorney fees), judgments, penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, demand, action, suit or proceeding. This indemnification shall inure to the benefit of the heirs and personal representatives of such person and shall include matters occurring prior to the adoption of this provision.
The Club may maintain insurance to provide this indemnity or may maintain coverage beyond the terms of the indemnity. Any question about whether a specific circumstance is excluded from this indemnity shall be resolved by the Board of Directors.
ARTICLE VI - INTERPRETATION
Section 1. By-laws and Rules Interpretation The Board of Directors shall decide all questions of interpretation of the by-laws or rules of the Club.
Section 2. By-laws Committee The Board of Directors shall appoint seven (7) members to a by-laws committee on an annual basis. The by-laws committee shall review all by-laws as necessary and shall be responsible for reviewing and researching any by-laws recommendations to the Board of Directors regarding any proposed by-law changes.
ARTICLE VII - AMENDMENTS
Section 1. Amendments These by-laws may be altered or amended at any regular or special meeting of the Club by an affirmative vote of a two-thirds majority vote of votes cast, except for changes in membership fees, assessments and yearly dues as provided in Article II, Section 2.
Section 2. Notice At least ten (10) days written notice of any special or regular meeting at which a proposed amendment is to be voted upon shall be given by the secretary of the Club to all membership certificate owning members; such notice shall specify the time and place of the meeting and the proposed amendment to be voted upon.
Section 3. By-laws Changes Any proposed by-laws change proposed from any membership certificate owning member shall be presented in writing to the by-laws committee at least sixty (60) days prior to the annual meeting.
ARTICLE VIII - RESTRICTIONS ON MEMBERSHIP FUNDS
Section 1. Restrictions on Membership Certificate Funds Prior to the payoff of the course expansion loan, no funds from the issuance of membership certificates or the investment earnings thereon shall be used for purposes other than course expansion loan repayment, short-term Club operating expenses for a period not exceeding 120 consecutive days, or the redemption of membership certificates, without prior approval of the lender(s), the Board of Directors, and the membership certificate owning members.
After the payoff of the course expansion loan, approval will be required from the membership certificate owning members for any expenditure, other than for short-term Club operating expenses for a period not exceeding 120 consecutive days or membership certificate redemptions, of membership certificate funds including investment earnings accrued during the term of the loan repayment. Investment earnings subsequent to payoff of the course expansion loan shall not be restricted.
Section 2. Restrictions on Capital Improvement Funds A Capital Improvement Fund for the purpose of accumulating funds to be used for future capital improvements to Club property shall be established. The Capital Improvement Fund may receive fund designated by the Board from the general operations of the Club and may accept donations directly from Club members and others that may so designate. No funds from the Capital Improvement Fund or the investment earnings thereon shall be expended without an affirmative vote of a majority of votes cast at any annual or special meeting of the Club called for said purpose and written notice having been sent in accordance with Article III, Sections 1 & 2.
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Know by all persons by these present, that we, the undersigned, being directors of the Sidney Country Club, do certify that the foregoing Code of By-Laws constitute the Book of By-Laws of the said corporation and the said By-Laws were duly adopted at a meeting of the Board of Directors of said corporation, and were further amended, approved, and adopted by the members of said corporation at an annual meeting held on the 13h day of December, 2009 and that the same do now constitute the By-Laws of said corporation.
In witness whereof, we have hereunto set our hand this ______ day of _______________, 2010.
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Frank DiFonzo, President ______________________
Randy Johnson, Vice-President __________________
John Beagle, Secretary _____________________
Terry Verhasselt, Treasurer
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Craig Averett, Director ______________________
Terry Knaff , Director __________________
John Seitz, Director
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