AMENDED
AND RESTATED BYLAWS
PINECREST COUNTRY
CLUB
A Texas Non-Profit Corporation
ARTICLE I -
NAME, OFFICES AND PURPOSES
Section 1.1 Name
Section 1.2 Offices
Section 1.3 Purposes
ARTICLE II -
SHAREHOLDERS
Section 2.1 Ownership of Corporation
Section 2.2 Eligibility and Application
Section 2.3 Action on Application
Section 2.4 Designee of Shareholder Member
Section 2.5 Voting Rights
Section 2.6 Certificates Representing Shares
Section 2.7 Lost Certificates
Section 2.8 Transfers of Shares
Section 2.9 Registered Shareholder Members
Section 2.10 Resignation and Surrender of
Shares
Section 2.11 Expulsion of Shareholder Member
ARTICLE III -
OTHER MEMBERSHIP CLASSES
Section 3.1 Nonvoting
Members
Section 3.2 Eligibility and Application
Section 3.3 Action on Application
Section 3.4 Transfer of Membership
Section 3.5 Resignation
Section 3.6 Expulsion
ARTICLE IV -
RIGHTS, PRIVILEGES,
DUTIES AND OBLIGATIONS OF MEMBERSHIP
Section 4.1 Provisions Applicable to All
Members
Section 4.2 Privileges Extended to Immediate
Family
Section 4.3 Guests
Section 4.4 Responsibility for Family and
Guests
Section 4.5 Restriction or Suspension of
Privileges
ARTICLE V -
DUES, CHARGES AND FEES
Section 5.1 Membership Dues
Section 5.2 Food and Beverage Minimum Charge
Section 5.3 Initiation Fees and Transfer
Fees
Section 5.4 Other Fees and Charges
Section 5.5 Payment of Dues, Fees and Other Charges
ARTICLE VI -
MEETINGS OF SHAREHOLDER
MEMBERS
Section 6.1. Annual Meeting
Section 6.2 Special Meetings
Section 6.3. Place of Meeting
Section 6.4. Voting List
Section 6.5. Notice of Meetings
Section 6.6. Quorum
Section 6.7. Voting
ARTICLE VII-
BOARD OF DIRECTORS
Section 7.1 Management of the Corporation
Section 7.2 Number of Directors
Section 7.3 Eligibility
Section 7.4 Nominations
Section 7.5 Election and Term of Office
Section 7.6 Removal; Filling of Vacancies
Section 7.7 Place of Meetings
Section 7.8 Organizational Meeting
Section 7.9 Regular Meetings
Section 7.10 Special Meetings
Section 7.11 Quorum and Manner of Acting
Section 7.12 Action Without a Meeting
Section 7.13 Committees
Section 7.14 Restrictions on Authority
Section 7.15 Rules and Regulations
ARTICLE VIII -
OFFICERS
Section 8.1. Elected Officers
Section 8.2. Election and Term of Office
Section 8.3. Appointive Officers
Section 8.4. Removal
Section 8.5. Vacancies
Section 8.6. President
Section 8.7. Vice President
Section 8.8. Secretary
Section 8.9. Treasurer
ARTICLE IX -
MISCELLANEOUS
Section 9.1 Dividends Prohibited
Section 9.2 Reserves
Section 9.3 Fiscal Year
Section 9.4 Seal
Section 9.5 Indemnification
Section 9.6 Surety Bonds
Section 9.7 Manner of Giving Notice
Section 9.8 Waiver of Notice
ARTICLE X -
AMENDENTS
AMENDED AND RESTATED
BYLAWS OF
PINECREST COUNTRY CLUB
A Texas Non-Profit Corporation
ARTICLE I
NAME, OFFICES AND PURPOSES
Section 1.1 Name
The name of
the Corporation shall be PINECREST COUNTRY CLUB (herein sometimes called the
“Corporation” or the “Club”).
Section 1.2 Offices
The Corporation shall maintain
its principal offices in the City of Longview, Gregg County, Texas. The Corporation shall have and continuously
maintain in the State of Texas a registered office and a registered agent whose
office is identical with such registered office, as required by the Texas
Non-Profit Corporation Act. The
registered office may be, but need not be, identical with the principal office
of the Corporation, and the address of the registered office may be changed
from time to time by the Board of Directors.
Section 1.3 Purposes
The purposes for which the
Corporation is organized are to own and operate a recreational facility for the
use and enjoyment of the members of the Corporation, including a clubhouse,
golf course, tennis courts, swimming pool and such related facilities and
activities as are authorized by the articles of incorporation, these bylaws and
the laws of the State of Texas.
ARTICLE II
SHAREHOLDERS
Section 2.1 Ownership of Corporation
Ownership
of the Corporation shall be vested in the owners and holders of the issued and
outstanding shares of Class “A” common stock of the Corporation as authorized
by the articles of incorporation (the “Shareholder Members”). All rights and privileges of ownership and
control of the Corporation which are attributable to or otherwise vested in the
members of the Corporation (whether pursuant to these bylaws, the articles of
incorporation or applicable law) shall be exercisable solely by the Shareholder
Members to the exclusion of members of any other class or category.
Section 2.2 Eligibility and Application
Any natural
person at least the age of twenty-one (21) years, or any corporation,
partnership or limited liability company shall be eligible to become a
Shareholder Member upon approval of an application for membership by the Board
of Directors or any membership committee created by the Board of Directors for
this purpose. The application for
membership shall be (i) in such form and content as may be approved by the
Board of Directors from time to time, (ii) sponsored by at least two (2)
current Shareholder Members in good standing, and (iii) accompanied by payment
of any applicable initiation or transfer fees established from time to time by
the Board of Directors.
Section 2.3 Action on
Application
The Board of Directors or any
membership committee created by the Board of Directors for this purpose shall
act upon any properly completed applications for membership within thirty (30)
days of receipt by the Corporation. If
the application is denied, any initiation or transfer fees tendered with the
application shall be returned to the applicant. Any sponsoring Shareholder Member of an applicant whose application
is denied by the Board of Directors shall have the right to appear before the
Board of Directors at its next regular meeting and request that the Board of
Directors reconsider its prior action on the application. The Board of Directors may, in its
discretion, reverse its prior decision or reaffirm its prior decision which, in
either case, will then be final and not subject to further objection or
appeal.
Section 2.4 Designee of Shareholder Member
Any application to become a Shareholder Member
by a corporation, partnership or limited liability company shall designate one
(1) natural person at least the age of twenty-one (21) years who shall be the
designee entitled to the benefits and privileges afforded to Shareholder
Members, including the right to vote in all matters (including, without
limitation, the election of directors) submitted to a vote of the Shareholder
Members. The designee so selected or
any change therein shall be subject to approval by the Board of Directors in
the same manner as applicable to other applicants to become Shareholder
Members. The designation of such
designee shall (i) remain in force until the Corporation is furnished with
appropriate evidence to the reasonable satisfaction of the Corporation that the
governing body of the entity owning the shares has taken the necessary action
to make a change therein, and (ii) in no way relieve the entity owning the
shares from any financial or other obligations arising out of the ownership of
said shares as a Shareholder Member.
Section 2.5 Voting Rights
Each
Shareholder Member shall be entitled to one (1) vote on all matters submitted
to a vote of the Shareholder Members, provided that such Shareholder Member is
(i) in good standing, (ii) not delinquent in payment of any dues and other
charges owed to the Corporation, and (iii) not otherwise in violation of these
bylaws or any rules and regulations adopted by the Board of Directors as herein
authorized. At any meeting of the Shareholder
Members, every Shareholder Member having the right to vote shall be entitled to
vote either in person or by proxy executed in writing by such Shareholder
Member or by his or her duly authorized attorney in fact. No proxy shall be valid after eleven (11)
months from the date of its execution unless otherwise provided in the
proxy. Each proxy shall be revocable
unless the proxy form conspicuously states that the proxy is irrevocable and
the proxy is coupled with an interest as provided in the Texas Non-Profit
Corporation Act or other applicable law.
Each proxy shall be filed with the Secretary of the Corporation prior to
or at the time of the meeting.
Section 2.6 Certificates Representing Shares
Certificates
in such form as may be determined by the Board of Directors and as shall conform
to the requirements of any statute, the articles of incorporation and these
bylaws shall be delivered representing the shares owned by the Shareholder
Members. Such certificates shall be
numbered and shall be entered in the records of the Corporation as they are
issued. Each certificate shall state on
the face thereof that the Corporation is organized under the laws of Texas, the
holder’s name, the number and class of shares, and the par value. Each certificate shall be signed by the
President and/or such other officers as the Board of Directors shall prescribe
and may be sealed with the seal of the Corporation, if any, or a facsimile
thereof.
Section 2.7 Lost Certificates
The Board of Directors, or the President or such other
officer or agent of the Corporation as the Board of Directors may from time to
time designate, in its discretion, may direct a new certificate be issued in
place of any certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, or the President or any such other officer
or agent in its or his discretion and as a condition precedent to the issuance
thereof, may require the owner of such lost, stolen or destroyed certificate,
or his or her legal representative, to advertise the same in such manner as it
or he shall require and/or give the Corporation a bond in such form, in such
sum, and with such surety or sureties as i
or he may
direct, as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 2.8 Transfers of Shares
Membership
in the Corporation is not transferable or assignable except as expressly
provided in these bylaws, and shares shall be transferable only on the records
of the Corporation by the holder thereof in person or by his or her duly
authorized attorney upon compliance with all of the requirements herein
contained. Transfers of shares of the
Corporation is permitted only to eligible persons or entities who have
submitted a properly completed application for membership which has been
approved by the Board of Directors (or any membership committee created by the
Board of Directors) as provided in Section 2.2 and 2.3 of these bylaws. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing shares duly
endorsed and accompanied by proper evidence of authority to transfer and
payment in full of any applicable initiation or transfer fee established by the
Board of Directors from time to time, it shall be the duty of the Corporation
or the transfer agent of the Corporation to issue a new certificate to the
person or entity whose application for membership has been approved, cancel the
old certificate and record the transaction upon its share transfer
records. The transfer of shares of the
Corporation shall not relieve the transferor from the obligation for payment of
any dues, assessments or other charges which accrued prior to the effective
date of the transfer. Any attempted
transfer of shares of the Corporation which is not in compliance with these
bylaws shall be void for all purposes, and shall not operate to transfer any
right or interest whatsoever to the purported transferee.
Section 2.9 Registered Shareholder Members
Except as provided in Section 2.4 of these bylaws
concerning designees of corporations, partnerships and limited liability
companies, the Corporation shall treat the holder of record of any share as the
holder in fact thereof and the person entitled to the benefits and privileges
accorded to a Shareholder Member of the Corporation and, accordingly, shall not
be bound to recognize any equitable or other claim of or interest in such share
on the part of any other person, whether or not it shall have express or other
notice thereof.
Section 2.10 Resignation and Surrender of Shares
Any
Shareholder Member may resign at any time by giving written notice of
resignation to the Secretary of the Corporation and surrender of the
certificate representing such Shareholder Member’s shares in the Corporation
duly endorsed to the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later date specified therein within the fiscal year during which notice is
received and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective. Such resignation shall not relieve the
Shareholder Member so resigning from the obligation to pay any dues,
assessments or other charges which accrued prior to the effective date of the
resignation. Upon the resignation
becoming effective, the Shareholder Member so resigning shall have no further
rights or privileges with respect to the Corporation or its facilities. Should any Shareholder Member make
application for membership within one (1) year of such resignation or surrender
of shares, and should such application be approved as provided by these bylaws,
the Shareholder Member shall be obligated to pay any and all dues, assessments
or other charges (in addition to all initiation and/or transfer fees) which accrued
from the effective date of resignation or surrender up to the date of approval
for a new membership. The Board of
Directors may, in its discretion, waive or reduce such dues, assessments or
other charges for extenuating circumstances.
Section 2.11 Expulsion of Shareholder Member
Any Shareholder Member may be expelled as a Shareholder
Member of the Corporation by a majority vote of the Board of Directors if such
member (i) ceases to comply with the eligibility requirements for membership,
(ii) is delinquent in the payment of dues, fees or other charges owed to the
Corporation as described in Section 5.5 of these bylaws, or (iii) repeatedly
engages in conduct of the type described in Section 4.5 of these bylaws and has
failed or refused to remedy such violations.
Upon any such expulsion of a Shareholder Member, the shares of the
Corporation owned by such expelled Shareholder Member shall be canceled upon
the records of the Corporation to the same extent and in the same manner as if
such expelled Shareholder Member had voluntarily resigned and surrendered the
shares. Such expulsion shall not
relieve the expelled Shareholder Member from the obligation to pay any dues,
assessments or other charges which accrued prior to the effective date of the
expulsion. Upon the expulsion becoming
effective, the Shareholder Member so expelled shall have no further rights or
privileges with respect to the Corporation or its facilities.
ARTICLE III
OTHER MEMBERSHIP CLASSES
Section 3.1 Nonvoting Members
In addition to Shareholder
Members, the Corporation shall have the following additional classes of
membership which shall have the respective eligibility requirements and
privileges hereinafter set forth. The
membership classes described in the Section 3.1 only entitle the authorized
holders thereof to the specified privileges to use the facilities of the
Corporation, but no owner of a membership of a class described in this Section
3.1 shall have any vote on any matter submitted for a vote of the members of the
Corporation, and such owners shall not be eligible to serve on the Board of
Directors or other office or committee of the Corporation.
A. Nonresident Members
Nonresident members shall be
natural persons who are at least twenty-one (21) years of age and whose
principal residence is located more than fifty (50) miles of the city limits of
the City of Longview, Texas. Such
members shall have the right to use all facilities of the Corporation and shall
not be subject to the food and beverage minimum charge described in Section 5.2
of these bylaws. In the event a nonresident member establishes residence within
fifty (50) miles or less of the city limits of the City of Longview, Texas,
such nonresident member shall no longer be eligible to continue as a nonresident
member and must make application to become a member of another class for which
such person is eligible. In the event the nonresident member becomes a
Shareholder Member, he or she shall be entitled to a credit against any
initiation or transfer fee then due in the amount of the initiation fee paid
when such person was admitted as a nonresident member.
B.
Senior Members
Senior
members shall be natural persons who are at least sixty-five (65) years of
age. Such members shall have the right
to use all facilities of the Corporation.
In the event the senior member becomes a Shareholder Member, he or she
shall be entitled to a credit against any initiation or transfer fee then due
in the amount of the initiation fee paid when such person was admitted as a
senior member..
C.
Junior Members
Junior
members shall be natural persons who are at least twenty-one (21) years of age
and not more than thirty-four (34) years of age. Such members shall have the right to use all facilities of the
Corporation. Upon a junior member
reaching the age of thirty-five (35) years, such junior member shall no longer
be eligible to continue as a junior member and must make application to become
a member of another class for which such person is eligible. In the event the junior member becomes a
Shareholder Member, he or she shall be entitled to a credit against any
initiation or transfer fee then due in the amount of the initiation fee paid
when such person was admitted as a junior member.
D.
Social Members
Social
members shall be natural persons who are at least twenty-one (21) years of
age. Such members shall have the right
to use all facilities of the Corporation except the golf course, driving range,
putting green and other facilities related to the golf operation conducted by
the Corporation. Social members and
their family members shall not be eligible to be a guest of a member of any
other class in the use of the said golf facilities. In the event a social member becomes a Shareholder Member, he or
she shall be entitled to a credit against any initiation or transfer fee then
due in the amount of the initiation fee paid when such person was admitted as a
social member. The regular dues for a social membership will be adjusted with
the January 1 and July 1 dues statement each year beginning January 1, 2001
based on the number of social memberships on each December 20 and June 20
beginning December 20, 2000.
125
or less $120.00
126
to 150 $110.00
151
to 175 $ 90.00
176
to 200 $ 75.00
Section 3.2 Eligibility and Application.
Any natural
person at least the age of twenty-one (21) years and who satisfies the other
criteria for a membership class described in Section 3.1 of these bylaws shall
be eligible to become a member upon approval of an committee created by the
Board of Directors for this purpose.
The application for membership shall be (i) in such form and content as
may be approved by the Board of Directors from time to time, (ii) sponsored by
at least two (2) current Shareholder Members in good standing, and (iii)
accompanied by payment of any applicable initiation or transfer fees
established from time to time by the Board of Directors.
Section 3.3. Action on Application
The Board
of Directors or any membership committee created by the Board of Directors for
this purpose shall act upon any properly completed applications for membership
of a class described in Section 3.1 of these bylaws within thirty (30) days of
receipt by the Corporation. If the application
is denied, any initiation or transfer fees tendered with the application shall
be returned to the applicant. Any
sponsoring Shareholder Member of an applicant whose application is denied by
the Board of Directors shall have the right to appear before the Board of
Directors at its next regular meeting and request that the Board of Directors
reconsider its prior action on the application. The Board of Directors may, in its discretion, reverse its prior
decision or reaffirm its prior decision which, in either case, will then be
final and not subject to further objection or appeal.
Section 3.4 Transfer of Membership
Memberships
of any class described in Section 3.1 of these bylaws shall not be transferable
or assignable in any respect.
Section 3.5 Resignation
Any member of a class of membership described in Section
3.1 of these bylaws may resign at any time by giving written notice of
resignation to the Secretary of the Corporation. Such resignation shall take effect at the date of receipt of such
notice or at any later date specified therein within the fiscal year during
which notice is received and, unless otherwise specified therein, acceptance of
such resignation shall not be necessary to make it effective. Such resignation shall not relieve the
member so resigning from the obligation to pay any dues, assessments or other
charges which accrued prior to the effective date of the
resignation. Upon the resignation becoming effective, the
member so resigning shall have no further rights or privileges with respect to
the Corporation or its facilities.
Should any member of a class of membership described in Section 3.1 make
application for membership within one (1) year of such resignation, and should
such application be approved as provided by these bylaws, the member shall be
obligated to pay any and all dues, assessments or other charges (in addition to
all initiation and/or transfer fees) which accrued from the effective date of
resignation up to the date of approval for a new membership. The Board of Directors may, in its
discretion, waive or reduce such dues, assessments or other charges for
extenuating circumstances.
Section 3.6 Expulsion
Any member
of a class of membership described in Section 3.2 of these bylaws may be
expelled as a member of the Corporation by a majority vote of the Board of
Directors if such member (i) ceases to comply with the eligibility requirements
for membership, (ii) is delinquent in the payment of dues, fees or other
charges owed to the Corporation as described in Section 5.5 of these bylaws, or
(iii) repeatedly engages in conduct of the type described in Section 4.5 of
these bylaws and has failed or refused to remedy such violations. Upon any such expulsion, the membership
rights of the member shall be canceled upon the records of the Corporation to the
same extent and in the same manner as if such expelled member had voluntarily
resigned. Such expulsion shall not
relieve the expelled member from the obligation to pay any dues, assessments or
other charges which accrued prior to the effective date of the expulsion. Upon the expulsion becoming effective, the
member so expelled shall have no further rights or privileges with respect to
the Corporation or its facilities.
ARITICLE IV
RIGHTS, PRIVILEGES,
DUTIES AND OBLIGATIONS
OF MEMBERSHIP
Section 4.1 Provisions Applicable to All Members Members of the Corporation of all classes
(i.e., Shareholder Members, designees of Shareholder Members, nonresident
members, senior members, junior members and social members) shall be entitled
to the rights and privileges and subject to the duties and obligations incident
to such membership as set forth in this Article IV and elsewhere in these
bylaws.
Section 4.2 Privileges Extended to Immediate Family
Membership
in the Corporation shall entitle the member’s spouse and any unmarried
dependents of the member under the age of twenty-five (25) years to the
privileges to use the Corporation’s facilities, except as may be restricted by
these bylaws or by any rules and regulations adopted by the Board of Directors in
accordance herewith.
Section 4.3 Guest
Membership
in the Corporation shall also entitle the member to bring guest to use the
Corporation’s facilities; provided, however, the Board of Directors, in its
discretion, shall have the authority from time to time to (i) establish
reasonable fees to be charged to members for the use of the Corporation’s
facilities by guests, (ii) restrict the number of occasions during an interval
of time that any particular guest or category of guests may use the facilities
of the Corporation, (iii) restrict the use of the Corporation’s facilities to
members only during particular periods of time or at certain events, (iv)
establish requirements that guests be registered in advance with the General
Manager or his or her designee in order to verify the authority under which the
guest is present on the Corporation’s property, and (v) establish such other
rules and regulations governing the use of the Corporation's facilities by
guests of members as it may deem appropriate.
Section 4.4 Responsibility for Family and Guest
Each
member is personally responsible to the Corporation for the conduct of his or
her family and guests in their use of the Corporation’s facilities, including
all fees and charge incurred by or on behalf of such family and guests and any
injury to persons or damage to the property of others (including the
Corporation) caused by the family or guests of a member. A member is subject to restriction or
suspension of privileges (as provided in Section 4.5 of these bylaws) or
expulsion from membership (as provided in Sections 2.11 and 3.6 of these
bylaws) as a result of the conduct of his or her family and guest to the same
extent as if the member personally committed the offending conduct.
Section 4.5 Restriction or Suspension of Privileges
The
privileges of a member of any category (i.e., Shareholder Member, senior
member, junior member, nonresident member, social member and designee of a
Shareholder Member) to use the facilities of the Corporation or be present on
or about its premises may be restricted and/or suspended by the Board of
Directors in its judgment and discretion, for a period not to exceed ninety
(90) days for the initial violation, in the event the member, his or her spouse
or children, or any guest of the member commits one or more of the following
acts:
(a) Fails or refuses to observe and comply in
all material respects with these bylaws or any rules and regulations of the
Corporation governing the use and enjoyment of the Corporation’s facilities and
premises, including, without limitation, the timely payment of all dues and
other amounts properly charged to such member’s account with the Corporation;
(b) Engages in conduct
on or about the Corporation’s facilities or premises which is unreasonable
rude, unruly, disruptive or offensive to others, including, without limitation,
other members, their guests and the employees and staff of the Corporation; or
(c) Engages in conduct on or about the Corporation’s facilities or
premises such as a physical altercation, a breach of the peace, excessive
intoxication or which otherwise materially violates the Corporation’s bylaws,
rules or regulations or any requirements established by statute or other rule
of law.
In
the event a member, his or her spouse or children, or any guest of the member
repeatedly engages in conduct of the type described in this Section 4.5, the
Board of Directors shall have the authority to indefinitely restrict or suspend
the privileges of the member to use the facilities of the Corporation or be
present on or about its premises, subject to reinstatement thereafter only
after the Board of Directors has received adequate assurances in its
discretion, that the offending conduct will not be repeated and that the
member, his or her family and guests will thereafter comply in all respects
with the bylaws, rules and regulations of the Corporation.
In
the event the Board of Directors acts to restrict or suspend the privileges of
a member as permitted by this Section 4.5, the affected member shall have the
opportunity, by delivery of written notice to the Secretary of the Corporation
at least five (5) days prior to the meeting, to appear before the Board of
Directors at its next scheduled regular meeting to protest such restriction or suspension and request that the
Board of Directors reconsider its decision.
If the member so appears before the Board of Directors, the Board of
Directors may, in its discretion, modify its prior action or choose to ratify
its prior decision which, in either case, will then become final and not
subject to further objection.
ARTICLE V
DUES, CHARGES AND FEES
Section 5.1 Membership Dues
Membership in the Corporation shall obligate each member
to
pay membership dues in such amount as may be established or modified by the
Shareholder Members from time to time.
The amount of dues payable by members shall be established or modified
only by the Shareholder Members and shall not be subject to change by the Board
of Directors. As of the date of
adoption of these bylaws, the monthly dues payable by each respective class of
members is as follows:
Shareholder
Members $230.00
Nonresident
Members $110.00
Senior
Members $170.00
Junior
Members $180.00
Social
Members $110.00
Section 5.2 Food and Beverage Minimum Charge
All
members other than nonresident members shall be subject to a quarterly food and
beverage minimum charge in the amount of $105.00 per calendar quarter. Any unused food and beverage minimum charge
for a calendar quarter shall be billed to the member’s account with the
Corporation on the billing statements for the months of March, June, September
and December, as applicable. The amount
of the quarterly food and beverage minimum charge payable by members shall be
established or modified only by the Shareholder Members and shall not be
subject to change by the Board of Directors.
Section 5.3 Initiation Fees and Transfer Fees
Each applicant for membership in the Corporation shall be
obligated to pay an initiation fee to the Corporation in the amount and manner
of payment established from time to time by the Board of Directors. Each Shareholder Member desiring to transfer
such Shareholder Member’s share(s) of the Corporation’s stock to an approved
applicant for membership shall be obligated to pay a transfer fee to the
Corporation in the amount established from time to time by the Board of
Directors. No application for
membership or proposed transfer of shares of the Corporation which has been
approved by the Board of Directors (or any membership committee created by the
Board of Directors for this purpose) shall be effective until all applicable
initiation and transfer fees due to the Corporation have either been paid in
full, or a payment plan therefore has been approved by the Board of Directors
(or any membership committee created by the Board of Directors for this
purpose), and the applicant or proposed transferee shall have no rights or
privileges as a member of the Corporation until the application for membership
has been approved as provided in these bylaws and all such fees have either
been paid or a payment plan therefore has been approved as provided for above..
Section 5.4 Other Fees and Charges
The
Board of Directors shall have the authority to establish from time to time such
other fees and charges as may be desirable or appropriate concerning the use of
the Corporation’s facilities by members and their family and guests including,
without limitation, green fees, cart rental fees, swimming fees, tennis fees,
locker rentals, driving range fees, guest fees. The Board of Directors shall also have the authority to regulate
and approve, in its discretion, the amount of fees charged by others for goods
sold or services rendered on or about the Corporation’s facilities including,
without limitation, fees for golf, tennis and swimming lessons.
Section 5.5 Payment of Dues, Fees and Other Charges
The Corporation shall maintain on its records an account
for each member to which all dues, fees and other charges allocable to or
incurred by the member and his or her family and guests shall be accumulated on
a monthly basis and invoiced to the member on a detailed account
statement. Dues shall be billed to each
member’s account on a monthly basis in advance. As soon as practicable following the end of each monthly billing
cycle, the account statement shall be mailed to each member, and the amount
reflected on such statement is due and payable in full on or before the 25th
day of the month immediately following the month in which such charges are
incurred and shall be deemed delinquent thereafter. The delinquent unpaid balance shall bear simple interest at the
rate of eighteen percent (18%) per annum from the date said balance became
delinquent until paid in full; provided, however, in no event whatsoever shall
the rate or amount of interest established herein ever exceed the maximum
amount of nonusurious interest permitted to be charged or collected under
applicable law. In the event the entire
balance of a member’s account (including any accrued interest) is not paid in
full within thirty (30) days following the date upon which any portion of the
charges to such account became delinquent, then (i) the member’s rights and
privileges to use the Corporation’s facilities or otherwise enjoy the privileges
of membership shall be automatically suspended until the entire balance of the
member’s accounts is paid in full, and (ii) the name of each member whose
privileges are so automatically suspended for nonpayment shall be posted in one
or more prominent places in the Corporation’s clubhouse facility. The Board of Directors shall have the
authority to restrict or suspend the privileges of any member or expel any
member as provided in these bylaws due to the failure of such member to pay his
or her account with the Corporation in a timely manner prior to delinquency.
ARTICLE VI
MEETINGS OF
SHAREHOLDER MEMBERS
Section 6.1 Annual Meeting
An annual meeting of the
Shareholder Members shall be held each year on the third
Tuesday in the month of April, if not a
legal holiday in the place where the meeting is to be held, and if a legal
holiday in such place, then on the next full business day following, at which
the Shareholder Members shall elect three (3) members of the Board of Directors
and transact such other business as may properly be brought before the
meeting. Except where otherwise
authorized by the Board of Directors, no party or parties other than
Shareholder Members and their spouses, members of the Board of Directors
and officers of the Corporation shall
have any right to attend such meetings.
Section 6.2 Special Meetings
Special meetings of the Shareholder Members,
for any purpose or purposes, unless otherwise prescribed by statute or by the
articles of incorporation or by these bylaws, may be called by the President,
the Board of Directors or at least ten percent (10%) of the Shareholder Members
entitled to vote at such a meeting.
Section 6.3 Place of Meeting
Meetings
of the Shareholder Members shall be held at the Corporation’s clubhouse
facility in Longview, Texas, unless such facility is unable to accommodate the
meeting, in which event any such meeting may be held in such places within
Gregg or Harrison Counties, Texas as may from time to time be fixed by the
Board of Directors or as shall be specified or fixed in the respective notices
or waivers of notice of the meeting.
Section 6.4 Voting List
The
officer or agent having charge of the share transfer records of the Corporation
shall make, at least ten (10) days before each meeting of Shareholder Members,
a complete list of the Shareholder Members then in good standing and entitled
to vote at such meeting or any adjournment thereof, arranged in alphabetical
order, which list, for a period of ten (10) days prior to such meeting, shall
be kept on file at the Corporation’s principal offices and shall be subject to
inspection by any Shareholder Member at any time during usual business
hours. Such list shall also be produced
and kept open at the time and place of the meeting and shall be subject to the
inspection of any Shareholder Member during the whole time of the meeting. The original share transfer records shall be
prima facie evidence as to who are the Shareholder Members entitled to examine
such list or transfer records or to vote at any meeting of Shareholder Members.
Section 6.5 Notice of Meetings
Written
or printed notice stating the place, day and hour of each meeting of
Shareholder Members and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary
or the body, officer or person calling the meeting, to each Shareholder Member
in good standing and entitled to vote at the meeting.
Section 6.6 Quorum
Twenty-five percent (25%) of the
Shareholder Members in good standing and entitled to vote thereat, present in
person or represented by proxy, shall be requisite to and shall constitute a
quorum at each meeting of the Shareholder Members for the transaction of
business, except as otherwise provided by statue, by the articles of
incorporation or by these bylaws. If,
however, such quorum shall not be present or represented at any meeting of the
Shareholder Members, the Shareholder Members entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented.
At any such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
When a quorum is present at any meeting, the vote of a majority of the
quorum shall be the act of the Shareholder Members, unless the vote of a
greater number is required by statute, by the articles of incorporation or by
these bylaws, in which case the vote of such greater number shall be requisite
to constitute the act of the meeting.
Section 6.7 Voting
Each Shareholder Member shall
have the right to vote at any meeting of the Shareholder Members as provided in
Section 2.5 of these bylaws.
ARTICLE VII
BOARD OF DIRECTORS
Section 7.1 Management of the
Corporation
The business and affairs of the
Corporation shall be managed by its Board of Directors, who may exercise all
such powers of the Corporation and have the authority to do and perform all
such lawful acts and things in the name and on behalf of the Corporation as are
not by statute, the articles of incorporation or these bylaws directed or
required to be exercised, done or approved by the Shareholder Members.
Section 7.2 Number of
Directors
The Board of Directors shall
consist of nine (9) directors, which number may be increased or decreased from
time to time by an amendment to these bylaws by the Shareholder Members. At no time shall the number of directors be
less than three (3), and no decrease shall have the effect of shortening the
term of any incumbent director.
Section 7.3 Eligibility
Each member of the Board of
Directors shall be a Shareholder Member of the Corporation in good standing or
the spouse of a Shareholder Member in good standing. No Shareholder Member and his or her spouse may serve on the
Board of Directors at the same time. A
director who has served fifty (50) or more consecutive months as a director
shall not be eligible to again serve as a director (either by election or appointment)
upon the expiration of his or her term of office until at least twelve (12)
months have elapsed since the expiration of his or her term of office. Only persons who are nominated in accordance
with Section 7.4 of these bylaws shall be eligible to stand for election as a
member of the Board of Directors.
Section 7.4 Nominations
At least
forty-five (45) days prior to the date of the next annual meeting of the
Shareholder Members, the Board of Directors shall appoint a nominating
committee consisting of three (3) or more Shareholder Members in good standing
who shall proceed to compile a list of eligible nominees to stand for election
as members of the Board of Directors.
The nominating committee shall nominate a number of eligible nominees
which equals or exceeds twice the number of directors whose terms are expiring,
and the list of nominees shall be posted at suitable locations in the clubhouse
for at least thirty (30) days prior to the annual meeting of Shareholder
Members. In addition to the foregoing
procedure, ten (10) or more Shareholder Members in good standing may propose
additional eligible nominees to stand for election as members of the Board of
Directors by submitting the names of such additional nominees to the Secretary
in writing at least twenty-five (25) days prior to the date of the annual
meeting of the Shareholder Members. If
the Secretary receives written notice of such additional eligible nominees in a
timely manner, the names of the additional nominees together with the names of
their nominators shall be posted in the aforesaid manner for at least twenty
(20) days prior to the date of the meeting.
Section 7.5 Election and Term
of Office
All of the directors shall serve
for a term of three (3) years. At each
annual meeting of Shareholder Members, the Shareholder Members shall elect
three (3) directors from the slate of eligible nominees, with the three (3)
nominees receiving the greatest number of votes being elected for a term of
three (3) years. Each director elected shall
hold office for the term for which he or she is elected and until his or her
successor shall have been elected and qualified or until his or her earlier
death, resignation, retirement, disqualification or removal.
Section 7.6 Removal and Filling of
Vacancies
Any director may be removed
either for or without cause at any annual or special meeting of Shareholder
Members by the affirmative vote of a majority of the Shareholder Members
entitled to vote for the election of such director, if notice of intention to
act upon such matter shall have been given in the notice calling such
meeting. Any director shall be deemed
to be automatically removed from office, without the requirement of further
action on the part of any person or body, if such director fails to attend
either (i) any three (3) consecutive meetings of the Board of Directors, or
(ii) any five (5) meetings of the Board of Directors in any period of twelve
(12) consecutive months. Any vacancy
occurring in the Board of Directors, whether resulting from the death,
resignation, retirement, disqualification or removal from office of any
director, may be filled by appointment by the remaining directors. A director appointed to fill a vacancy shall
serve for the unexpired term of his or her predecessor in office.
Section 7.7 Place of Meetings
Meetings of the Board of
Directors, whether annual, regular or special, may be held at such places as
the Board of Directors may determine by resolution from time to time and
communicated to all directors.
Section 7.8 Organizational
Meeting
The first meeting of each newly
elected Board of Directors shall be held for the purpose of organization, the
election of officers and the transaction of any other business. This meeting is to be scheduled within three
days of election date following the new Board of Director orientation with the
President and the Club Manager.
Section 7.9 Regular Meetings
Regular meetings of the Board of
Directors, of which no notice shall be necessary, shall be held at such times
and places as may be fixed from time to time by resolution adopted by the Board
and communicated to all directors.
Except as otherwise provided by statute, the articles of incorporation
or these bylaws, any and all business may be transacted at any regular meeting.
Section 7.10 Special Meetings
Special meetings of the Board of
Directors may be called by the President on twenty-four (24) hours’ notice to
each director, either personally, by mail or by facsimile. Special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of any
four (4) directors. Except as may by
otherwise expressly provided by statute, the articles of incorporation or these
bylaws, neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
Section 7.11 Quorum and Manner
of Acting
At all meetings of the Board of
Directors the presence of a majority of the number of directors fixed by the
these bylaws shall be necessary and sufficient to constitute a quorum for the
transaction of business except as otherwise provided by statute, the articles
of incorporation or these bylaws. The
act of a majority of the number of directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors unless the act of
a greater number is required by statute, the articles of incorporation or these
bylaws, in which case the act of such greater number shall be requisite to
constitute the act of the Board. If a
quorum is not present at any meeting of the directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present. At any such adjourned meeting, any business
may be transacted which might have been transacted at the meeting as originally
convened.
Section 7.12 Action Without
Meeting
Any action required or permitted
to be taken at a meeting of directors may be taken without a meeting if a
consent in writing setting forth the action so taken is signed by all of the
members of the Board of Directors. Such
consent shall have the same force and effect as a unanimous vote of the
directors and may be stated as such in any document.
Section 7.13 Committees
The Board of Directors shall have
the authority to create and appoint the members of such committees as it shall
deem necessary to assist in the oversight and management of the affairs of the
Corporation, including, without limitation, a membership committee, house
committee, greens committee, swimming and tennis committee, long-range planning
committee and such other committees as the Board of Directors shall determine. The members of any such committees shall not
be required to be directors, but shall be Shareholder Members in good standing
or the spouses of Shareholder Members in good standing.
Section 7.14 Additional
Authority
In addition to the other
provisions of these bylaws, the Board of Directors shall have the authority to
do or perform any of the following:
(a) Establish or modify the amount of the membership dues or
food or beverage minimum charge to be paid by the members, with such increase
to be limited to a maximum of Five Dollars ($5.00) per membership class per
year.
(b) Borrow funds from
any source in a principal amount which would not cause the total indebtedness
of the Corporation after such borrowing, exclusive of ordinary and recurring
trade payables, to be in excess of $250,000.00.
Section 7.15 Rules and
Regulations
The Board of Directors shall have
the power and authority to adopt, amend and repeal such other rules and
regulations as it deems necessary, desirable or appropriate, in its discretion,
governing the affairs of the Corporation and the use of its facilities by
members and others so long as any such rules and regulations are not in
conflict with the articles of incorporation, these bylaws or applicable law.
ARTICLE VIII
OFFICERS
Section 8.1 Elected Officers
The elected officers of the
Corporation shall be a President, one or more Vice Presidents (the number
thereof to be determined by the Board of Directors), a Secretary, a Treasurer
and such other elected officers as may be deemed necessary or desirable by the
Board of Directors. All elected
officers other than the Secretary shall be Shareholder Members of the
Corporation and members of the Board of Directors and shall each have the
authority and perform the duties prescribed in these bylaws and as directed,
from time to time, by the Board of Directors.
Any two or more offices may be held by the same person, except the
offices of President and Secretary.
Section 8.2 Election and Term
of Office
The elected officers shall be elected annually by the
Board of Directors at its organizational meeting following the annual meeting
of the Shareholder Members. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as may be reasonably possible. New offices may be created and filled by the
Board of Directors, by resolution adopted by a majority of the directors at any
meeting at which a quorum is present.
Each officer shall hold office until his or her successor shall have
been duly elected and qualified, or until his or her earlier death,
resignation, retirement, disqualification or removal
from office.
Section 8.3 Appointive
Officers
The Board of Directors may also
appoint one or more Assistant Secretaries and Assistant Treasurers and such
other officers and assistant officers and agents (none of whom need be a member
of the Board of Directors or a Shareholder Member of the Corporation) as it
shall from time to time deem necessary, who shall exercise such powers and
perform such duties as shall be set forth in these bylaws or determined from
time to time by the Board of Directors.
Section 8.4 Removal
Any officer elected or appointed
by the Board of Directors may be removed by the Board of Directors, by
resolution adopted by a majority of the directors at any meeting at which a
quorum is present, whenever, in its judgment, the best interest of the
Corporation would be served thereby.
Section 8.5 Vacancies
A vacancy in any elective or
appointive office because of death, resignation, retirement, disqualification,
removal or otherwise may be filled by the Board of Directors, by resolution
adopted by a majority of the directors present at any meeting at which a quorum
is present, for the unexpired portion of the term.
Section 8.6 President
The President shall be the principal executive officer of
the Corporation and shall supervise the control of all the affairs of the
Corporation. The President shall
preside at all meetings of the Shareholder Members and Board of Directors and
may sign, with the Secretary or any other proper officer of the Corporation
authorized by the Board of Directors, any contracts or other instruments which
the Board of Directors have authorized to be executed; and in general shall
perform all duties typically incident to the office of President of an
organization and such other duties as may be prescribed by the Board of
Directors from time to
time.
Section 8.7 Vice President
In the absence of the President,
or in the event of the inability or refusal of the President to act, the Vice
President (or in the event there be more than one Vice President, the Vice
Presidents in order of their election) shall perform the duties of the
President, and when so acting shall have all the powers of and be subject to
all the restrictions upon the President.
Any Vice President shall perform such other duties as from time to time
may be assigned by the President or the Board of Directors.
Section 8.8 Secretary
The Secretary of the Corporation
shall keep the minutes of the meetings of the Shareholders Members and of the
Board of Directors, give all notices in accordance with the provisions of these
bylaws or as required by law, be custodian of the corporate records and of any
seal of the Corporation and have authority to attest any and all instruments or
writings to which the same may be affixed, keep a register of the post office
address of each member which shall be furnished to the Secretary by each
member, keep and account for all books, documents, papers and records of the Corporation
except those for which some other officer or agent is properly accountable,
have authority to sign share certificates and shall generally perform all
duties usually appertaining to the office of secretary of a corporation and
such other duties as from time to time may be assigned to the Secretary by the
President or by the Board of Directors.
In the absence or disability of the Secretary, his or her duties shall
be performed and his or her powers may be exercised by the Assistant
Secretaries, if any, in the order of their seniority, unless otherwise
determined by the Secretary, the President or the Board of Directors.
Section 8.9 Treasurer
The Treasury of the Corporation shall have the duty to
supervise the investment and expenditure of all funds and
securities of the Corporation,
and deposit all such monies in the name of the Corporation in such banks, trust
companies, or other depositories as may be selected in accordance with the
provisions of these bylaws. In general,
the Treasurer shall perform all duties typically incident to the office of
Treasurer and such other duties as from time to time may be assigned to the
Treasurer by the President or by the Board of Directors.
Section 8.10 General Manager
The club shall employee a
full-time General Manager (Club Manager or Chief Operating Officer) who shall
be responsible to the President and the board.
The General Manager shall be the chief operating officer and shall have
such duties and responsibilities as are from time to time promulgated by the
Board, including, but not limited to:
a. Development of operational policies and
responsibility for creation and implementation of standard operating procedures for
areas of the club;
b Assistance in the preparation of the annual
budget:
c. Supervision of department heads, including
professionals, Golf Course Superintendent, and the Controller.
d. Employment and removal of employees; and
e. General supervision of all Club facilities
and activies.
ARTICLE IX
MISCELLANEOUS
Section 9.1 Dividends
Prohibited
No part of the net income of the
Corporation shall insure to the benefit of any private individual, and no
dividend shall be paid and no part of the income of the Corporation shall be
distributed to its Shareholder Members prior to complete liquidation and
dissolution of the Corporation. Upon the complete liquidation and dissolution
of the Corporation, the assets remaining after payment or satisfaction of all
liabilities and obligations of the Corporation shall be distributed pro rata
among the Shareholder Members of the Corporation according to their respective
rights and interests.
Section 9.2 Reserves
There may be created from time to
time by resolution of the Board of Directors, out of the surplus funds of the
Corporation, such reserve or reserves as the Board of Directors from time to
time in its discretion thinks proper to provide for contingencies, or to
repair, maintain or replace any property of the Corporation, or for such other
purpose as the Board of Directors may determine, and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.
Section 9.3 Fiscal Year
The fiscal year of the
Corporation shall be fixed by resolution of the Board of Directors.
Section 9.4 Seal
The seal of the Corporation, if
any, shall be in such form as shall be adopted and approved from time to time
by the Board of Directors. The seal may
be used by causing it, or a facsimile therof, to be impressed, affixed,
imprinted or in any manner reproduced.
Section 9.5 Indemnification
Each person who acts as a
director or officer of the Corporation shall be indemnified by the Corporation
against any costs, expenses and liabilities which may be imposed upon or
reasonably incurred by him or her in connection with any civil or criminal
action, suit or proceeding in which he or she may be named as a party defendant
by reason of his or her being or having been such director or officer or by
reason of any action alleged to have been taken or omitted by him or her in
either such capacity; provided that, in any case, the right or liabilities
herein provided for shall not extend to any costs, expenses or liabilities
imposed upon or incurred by any director or officer of the Corporation in
relation to matters as to which he or she shall be finally adjudged to be
liable for negligence or misconduct in the performance of his duties as such
director or officer or to any sum paid by him to the Corporation in settlement
of any action, suit or proceeding based on his or her alleged dereliction of
duty. The right of indemnification
herein provided for shall inure to each of the directors and officers of the
Corporation, whether or not the respective director officer is acting as such
at the time such costs, expenses or liabilities are imposed or incurred and
whether or not the claim asserted against him or her is based on matters which
antedate the adoption of this Section 9.5 of the bylaws, and in the event of
his or her death shall extend to his or her legal representatives; but such
rights shall not be exclusive of any other rights to which he or she may be
entitled. The Board of Directors shall
be authorized to cause the Corporation to purchase and maintain insurance on
behalf of any person entitled to indemnification hereunder against any
liability
asserted against him or her in
such a capacity or arising out of his or her status or service in such a
capacity. Notwithstanding anything
herein to the contrary, any indemnification pursuant to the authority herein
granted shall comply in all respects with the provisions of Article 1396-2.22A
of the Texas Non-Profit Corporation Act as the same may be amended from time to
time and any substitute or successor statute, rule or regulate governing such
matters.
Section 9.6 Surety Bonds
Such officers and agents of the Corporation (if any) as
the Board of Directors may direct from time to time shall be bonded for the
faithful performance of their duties and for restoration to the Corporation, in
such amounts and by such surety companies as the Board of Directors may
determine. The premiums on such bonds
shall be paid by the Corporation, and the bonds so furnished shall be in the
custody of the Secretary.
Section 9.7 Manner of Giving
Notice
Whenever, under the provisions of
any statute, the articles of incorporation or these bylaws, notice is required
to be given to any committee member, director or Shareholder Member of the
Corporation, and no provision is made as to how such notice shall be given, it
shall not be construed to be limited to
personal notice, but any such notice may be given in writing by mail,
postage prepaid, addressed to such member, director or Shareholder Member at
his or her address as it appears on the records of the Corporation. Any notice required or permitted to be given
by mail shall be deemed to be delivered at the time when the same shall be thus
deposited in the United States mails, as aforesaid.
Section 9.8 Waiver of Notice
Whenever any notice is required
to be given to any committee member, director, or Shareholder Member of the
Corporation under the provisions of any statute, the articles of incorporation
or these bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice,
whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a director at a meeting of the
Board of Directors shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE X
AMENDMENTS
These bylaws may be altered,
amended or repealed, and new bylaws may be adopted, by a majority of the
Shareholder Members present at any annual meeting or any special meeting of the
Shareholder Members at which a quorum is present, provided that copies of the
proposed amendments shall have been sent to all Shareholder Members not less
than ten (10) days before the meeting at which the vote on the amendment is to
be taken.
HOUSE RULES
I
MEMBERSHIP PRIVILEGES
1. Within the meaning of these House Rules, a member’s family shall
include his or her spouse and all UNMARRIED DEPENDENT’S under the age of 25
years.
2. Members and their families shall be entitled to the use of the
club house and all rights and privileges thereto, provided that such usages and
privileges shall be exercised in conformity with the By-Laws and other
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