Oak Hills Country Club BYLAWS

 

 Oaks Hills Country Club Chartered  March 1946

BYLAWS EFFECTIVE AUGUST 22, 2014 

TABLE OF CONTENTS

Article I. Name And Purpose

Article II

Article III

Article IV Mail Ballots

Article V of Governors

Article VI Indemnification of Officers and Governors

Article VII Officers

Article VIII Committees

Article IX Membership

Article X. Non-Payment of Account and Suspension Expulsion

Article XI Ownership of Stock

Article XII Vistors and Guests

Article XIII Notices, Subscriptions and Donations

Article XIV Amendment

Appendix A Oak Hills Country Club Memorial Fund

Article I
Name and Purpose

Section 1. The corporate name shall be Oak Hills Country Club and the purpose for which the Corporation is formed is to maintain and operate Oak Hills Country Club for golf, tennis, swimming and other activities for the use and entertainment of the Members and their guests.

Section 2. The domicile and place of business of the Corporation shall be in Bexar County, Texas. The fiscal year of the corporation shall begin May 1st of each year and end April 30th of the following year.

Section 3. The Seal of the Corporation shall be a circle within which shall be inscribed Oak Hills Country Cub, San Antonio, Texas, with a star in the center of the Seal.

Section 4. All revenues from every source shall be used for the operation, costs and expenses of the properties and facilities of the Corporation and the repair, maintenance and improvement of the same, and for such other purposes as the Board of Governors may direct; provided however, the Board of Governors, shall set up and maintain such reserve or contingency funds as are hereinafter provided for, together with such other reserve or contingency funds as the Board may deem necessary to the prudent operation of the affairs of the corporation.

Section 5. The use of personal pronouns in the Bylaws shall be construed as the masculine, feminine or neuter.

Section 6. This corporation shall be subject to, and its affairs shall be governed by, the provisions of the Texas Non-Profit Corporation Act, as amended from time to time.

Article II.
Shares of Stock

Section 1. Qualifications. Qualifications for Membership in each of the various categories have been fixed by the Membership. The rules relating to the issuance of stock certificates, membership, dues, resignations, and the surrender of stock certificates have been established by Stockholders vote.

Section 2. Number of Shares. The number of shares of the total authorized capital stock of this corporation shall not exceed 550 shares. The stock of the corporation shall be transferred only upon the books of the corporation, and only in accordance with the Bylaws, and may be transferred only to a duly elected Member of the Club or the Corporation, and no stock shall ever be transferred from any person to any other person if the transferor of the stock is indebted to the Club in any sum of money whatsoever, unless such indebtedness shall first be paid in full.

Article III.
Meetings

Section 1. Time and Place. The regular annual meeting of the Stockholder Members shall be held on the fourth Tuesday in October of each year at 7:30 P.M. at the Clubhouse or at such other convenient place or time as the Board of Governors may designate. Should the Board of Governors determine that the annual Stockholders meeting be held at a different date or time, notice of such change shall be given to the Membership at least fifteen (15) days in advance of such meeting.

Section 2. Quorum. At all meetings, the Stockholders in good standing who own at least 25% of the issued stock shall constitute a quorum to transact business, and a majority of the quorum represented at the meeting, either in person or by written proxy, shall decide any question to be voted on and the decision of the majority shall be controlling, provided, however, that for any meeting wherein the action proposed to be taken is to authorize selling, leasing, mortgaging, encumbering, pledging, hypothecating or otherwise disposing of part of the real property of the Corporation, the Stockholders in good standing who own at least 50% of the issued stock shall constitute the required quorum to vote on the proposed action, and a majority of the quorum represented at the meeting, either in person or by written proxy, shall decide on such action and the decision of the majority shall be controlling; provided, that in case of a proposed dissolution of the corporation or the sale, lease, or exchange of all or substantially all of the real property and assets of Oak Hills Country Club a vote of 2/3 of the Members voting shall be required to approve such actions.

Section 3. Order of Business. The items of business at the annual meeting of Stockholder Members shall be as follows:

  1. a. Reading of minutes of previous meeting.
  2. b. Report of Treasurer.
  3. c. Report of President.
  4. d. Reports of Standing Committees.
  5. e. Reports of Special Committees.
  6. f. Election of Nominating Committee for upcoming elections.
  7. g. General business.
  8. h. Such other items as may be presented by the Board of Governors.
  9. i. Adjournment.

The Board of Governors is given the right to determine the agenda and order of business at all meetings of the Stockholders, and such meetings shall be conducted under Roberts Rules of Order as governing the procedure of matters before the meeting. At such annual meeting the Board of Governors will present the annual Financial Report for the fiscal year ending the preceding April 30th, and such other business shall be transacted as may properly come before the meeting. The Annual Financial Report shall be available at all times for inspection by the Stockholder Members. At the annual meeting, sufficient copies shall be available for Stockholder Members desiring copies of the report.

Section 4. Nomination and Election.

  1. a. Nomination. At the Annual Meeting five Stockholder Members in good standing, who are not members of the Board of Governors, shall be elected as a Nominating Committee to nominate six candidates for the Board of Governors. The President shall designate one of the Nominating Committees members as a chairperson.
  2. b. Election. The election shall be held on or before April 1st. Four of the candidates whose names appear on the ballot shall be elected as hereinafter provided for three-year terms to commence on May 1 of the next ensuing year. At least 75 days prior to such elections, the Nominating Committee shall meet. At least 45 days prior to elections, the nominating Committee shall post a list of nominees on the bulletin board of the Club. Any Member desiring the inclusion of an additional nominee may procure the printing of such additional nominees name on the ballot by filing at the Club office at least 30 days prior to the election a petition addressed to the Board of Governors signed by at least 25 Stockholder Members requesting the printing of such additional nominees names on the ballot. The list of Stockholder Members signing such petition shall be verified by the Board, and, upon verification, the name of such additional nominees shall be added to the ballot. No reference shall be made on the ballot reflecting whether a nominees name appears thereon by reason of action of the Nominating Committee or by petition. At least 20 days prior to such election date, there shall be mailed to each Stockholder Member in good standing at his/her record address an official written ballot bearing the names and information about the candidates and containing spaces for any additional write-in candidates of the voter choice together with an official printed, self-addressed and stamped envelope in which the ballot must be sealed and returned. Following the election, the ballots shall be tallied by two or more non-Board Stockholder Members appointed by the President with the results certified to the Board. The Membership shall be notified of the results within 30 days after the result has been certified. The four candidates receiving the highest number of votes shall be declared elected.
  3. c. Appointee. The President may appoint a Stockholder Member as an advisor to the Board for input and guidance on special issues. The appointee shall not have voting rights and the term shall expire at fiscal year end. Such appointment shall not be counted against the three year period described in Article V, Section 2.

Section 5. Voting. Holders of written proxies shall file the same with the secretary before voting at the annual meeting. No Member whose name is posted for nonpayment of dues or other charges shall be entitled to vote.

Section 6. Special Meetings. Special meetings of the Stockholder Members to consider specific subject matters may be called by the President, a simple majority of the entire Board of Governors, or upon the request in writing to the Board of Governors of twenty-five Stockholder Members.

Section 7. Written Notice. Written notice of any regular or special meeting of the Stockholder Members shall be mailed to each such Member in good standing at least ten (10) days prior to the date of such meeting. Such notice shall state the time, place and date set for such meeting and, if such meeting is a special meeting, shall state the matters to be considered at such special meeting. No matters shall be considered at any such meeting other than those described in such notice.

  1. a. A written proxy shall be valid if signed and delivered in person, by mail or by fax to the Secretary or its designee prior to such meeting.
  2. b. To be recognized and counted, a proxy must be received in the office of the Club prior to the time of any meeting of the Stockholder Members. A proxy may be withdrawn, however, at any time prior to the calling of the meeting to order and the declaration of a quorum being present in person or by proxy. A proxy may be withdrawn only by the Stockholder Member in person.

Section 8. Board Meetings. The Board of Governors shall regularly meet at a date and time of each month in the evening at the Club House as agreed upon by the new Board at the joint meeting in April each year; or, at such other convenient time and place as the Board of Governors may designate.

  1. a.Special meetings of the Board of Governors may be held at the call of the President or by call of three members of the Board.
  2. b.Notice of regular meetings shall be given to each member of the Board of Governors.
  3. c.Notice of special meetings shall be given to each member of the Board of Governors.
  4. d.Special Board meetings may be conducted by any recognized communications medium.

Article IV
Mail Ballots

Section 1. By resolution of the Board of Governors, the President or Vice President is authorized to call upon the Membership to participate in a vote by mail on any matter deemed by the Board to be suitable for submission in such manner to the Stockholder Members.; The following rules shall apply to any voting by mail:

  1. a. Ballots shall be dispatched by United States Mail, First Class postage prepaid, to the billing address of each Stockholder Member at least 10 days and not more than 40 days before the deadline for the casting of such ballots. A self-addressed stamped envelope addressed to the General Manager (clearly labeled Ballot) shall be enclosed.
  2. b. Except as provided in Article III, Section 2., a decision on any issue so submitted shall be by majority vote of ballots cast provided, however, that (1) in order to be binding on the Membership, such vote must include the ballots of at least 25% of the Stockholder Membership, and (2) the number of votes cast must meet the quorum requirements for meetings set forth in Article III, Section 2.
  3. c. The Board may, if it so desires, indicate on the face of the ballot the recommendation of the Board on each issue submitted. The Board may also specify that if a Stockholder signs and returns a ballot but fails to indicate a preference on an issue, the Board shall cause the written ballot on such issue to be deemed cast in support of the Boards recommendation and only those ballots that are returned and signed by Members shall be deemed to have been voted.
  4. d. A vote taken in accordance with the rules specified in this section shall be binding in the same manner as if taken at a regular or special meeting of the Membership.(Note: All restrictions and limitations otherwise applicable shall apply to mail balloting.)
  5. e. Ballots cast by mail shall be tallied by two or more Non-Board Stockholder Members appointed by the President with the results certified to the Board. The Membership shall be notified of the results within 30 days after the result has been certified.

Article V.
Board of Governors

Section 1. Authority. The Board of Governors shall consist of not more than 13 Members.  These Members shall consist of 12 elected Stockholder Members of the Club-each of whom is in good standing, four of whom shall be elected each year for three year terms, as provided in Section 2 of Article III hereof.  The President, if not currently serving as one of the 12 elected Stockholder Board Members, shall become the 13th Member of the Board of Governors with voting privileges.  The Officers of the Corporation, if not also serving as Board Members, (Vice President, Treasurer, and Secretary) may attend meetings of the Board of Governors in their role as an officer.  Members of the Board and the officers shall hold office until their duly elected successors have assumed office except as hereafter provided. 

Section 2. Eligibility. No person shall be a nominee for membership on the Board of Governors, who has not been a Stockholder in good standing for a total of at least three years, or who has served as an elected member on the Board of Governors during the preceding three years.

Section 3. Vacancies. The Board of Governors shall fill any vacancies occurring on the Board of Governors. Vacancies shall be filled by the appointment of a new member to fill the unexpired term. Such appointment shall not be counted against the three year period in Article V, Section 2. Seven (7) attending members shall constitute a quorum for that or any other purpose. Upon establishment of a quorum, proxies will thereafter be honored for all purposes. The Board of Governors shall fill all vacancies in the ranks of Officers.

Section 4. Rules and Penalties. The Board of Governors shall have power to make rules for its own government and for the government of the Club and to prescribe and enforce penalties (including suspension, expulsion and fining of Members) by fines up to but not exceeding $1000.00 for the violation of rules, regulations, and Bylaws of the Club.

Section 5. Removal. The Board shall have the power to remove any of the officers or Board Members of the Club or to expel a Member by a 2/3 majority vote of the members of the entire Board for conduct prejudicial to the interest of the Club or for failure or inability to exercise their official duties.

Section 6. Management Control and Budget.The Board shall have the management and control of the property, facilities and business affairs of the Corporation. The Board shall, with the aid of the Finance Committee, adopt an annual budget at its last regular meeting during the month of April of each year, which budget shall be available for inspection at all reasonable times in the business office of the Club by any Stockholder Member. The Board shall be charged with the preservation, repair, maintenance and operation of the properties and facilities of the Club including the duty to keep the same adequately insured. The Board shall create and maintain an Audit Committee to independently affirmatively preserve the internal controls, assets and accounting procedures of Oak Hills Country Club.

Section 7. Contract and Real Property Limitations. The Board shall have the power to authorize the President, General Manager, or any other elected officer of the Corporation to enter into and execute any contract pertaining to the property and business of the Corporation.

  1. a. Neither the Board, General Manager, nor any officer of the Corporation, shall have the power to sell, lease, mortgage, encumber, pledge, hypothecate or otherwise dispose of all or any part of the real property of the Corporation without the affirmative vote of such percentage of the Stockholder Members as is provided in Article III. Section 2. or as is provided in Article IV, Section (1b).
  2. b. Neither the Board, General Manager nor any officer of the Corporation shall have the power to bind the Corporation or its Members to any indebtedness which cannot be fully discharged during the fiscal year in which such indebtedness is incurred out of operating funds or permanent improvements funds on hand or to be collected during said fiscal year, provided however, the Board shall have the power to authorize expenditures for capital improvements or leases exclusive of prior asset acquisitions approved by the Stockholders up to but not exceeding the amount of $500,000 during the fiscal year and the debt directly related to such capital improvement or lease acquisition at the time of such acquisition.

Section 8. No Member shall continue to serve as an officer or member of the Board of Governors if the Members Stockholder status changes such that he/she is no longer a voting Member.

Article VI.
Indemnification of Officers and Governors

Section 1. General. For and in consideration of the election of, and agreement to serve as an officer and/or a director and member of the Board of Governors of Oak Hills Country Club, the Corporation known as Oak Hills Country Club does hereby agree to indemnify and hold harmless each and every current and past member of the Board of Governors, and officers of the club, elected from term to term, from and against any and all claims, demands, or causes of action, of any character, type or description brought or made for or on account of any injuries or damages received or sustained by any person or persons, individual or corporation, directly or indirectly arising out of, or occasioned by, the acts or actions of Oak Hills Country Club, the Board of Governors, its officers, agents or employees, arising out of the execution or performance of his/her duties, and in the scope of his/her duties as officers and/or members of the Board of Governors of Oak Hills Country Club, and the Corporation shall keep indemnified and save and hold harmless the current and past officers, members of the Board of Governors against all loss, cost, damages, expenses, attorneys fees, whatever and any and all liabilities therefore, by reason of having served and performed their obligations as officers, and/or members of the Board of Governors of Oak Hills Country Club.

Section 2. Insurance. At the discretion of the Board of Governors, the Club may purchase and maintain insurance on behalf of any person who is or was a Member of the Board of Governors, or an officer, committee member, employee or agent of the Club against any liability asserted against such person and incurred by such person in any such capacity or arising out of such persons status as such, whether or not the Club would have the power to indemnify such person against liability under the provisions of this Article VI.

Article VII.
Officers

Section 1. Names. The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer, all of whom shall be Stockholder Members. The office of Secretary and Treasurer may be held by one person. An Assistant Secretary and Assistant Treasurer may be employed by the Board of Governors and assigned such duties as the Board deems advisable, and need not be a Stockholder Member of the Club. Officers shall be elected by the Board of Governors.

  1. a. The term of the President may initially be two (2) years; the term of all other officers shall be one (1) year.

Section 2. Nomination and Elections. In December or January of each fiscal year, the current President, Past President, outgoing Board members and one other Past President selected by the current President shall serve on the Executive Nominating Committee (ENC) to nominate candidates for the new officers of the Club for the upcoming fiscal year. The Immediate Past President shall chair the ENC. At the January Board Meeting, the ENC shall announce the candidates for the new officers for the upcoming fiscal year. The Board can nominate additional candidates by majority vote of the Board. The officers shall be elected at the February meeting.

Section 3. Duties.

  1. a. President. The President of the Corporation shall preside at all meetings of the Stockholders and the Board of Governors and shall perform all such other duties which customarily pertain to the office of President and those additional duties which may be delegated to him/her by the Board of Governors. The President shall be an ex-officio member of all committees.
  2. b. Vice President. In the absence or inability of the President or upon failure or refusal by the President to act, the Vice President shall perform the duties of the office of President and such other duties as may be delegated to him/her by the Board of Governors.
  3. c. Secretary. The Secretary shall keep or cause to be kept a correct Minute Book of the meetings of the Board of Governors and meetings of the Stockholders and shall also issue and send notices to Members when required and keep records, books, and reports of the Corporation and shall have custody of the Seal of the Corporation and affix it only when directed by the Board of Governors. This duty can also be assigned to the Assistant Secretary or Administrative Assistant. The Secretary may perform other duties delegated to him/her by the Board of Governors.
  4. d. Treasurer. The Treasurer of the Corporation shall collect, preserve and oversee all funds, money and securities and shall keep correct books of accounts hereof.The Treasurer may cause to be posted on the bulletin board in the Club House the names of Members delinquent in the payment of dues and other charges with the amount due by each. The Treasurer shall make regular reports to the Board of Governors of the financial condition of the Corporation and may perform such other duties as usually pertain to the office and all other duties which may be delegated to him/her by the Board of Governors.
  5. e. Assistant Secretaries. Assistant Secretaries shall perform the duties assigned to them by the Board of Governors or by the Secretary. In the absence of the Secretary or if the Secretary is unable or refuses to act, an Assistant Secretary shall perform the duties of the Secretary.
  6. f. Assistant Treasurers. Assistant Treasurers shall perform the duties assigned to them by the Board of Governors or by the Treasurer. In the absence of the Treasurer or if the Treasurer is unable or refuses to act, an Assistant Treasurer shall perform the duties of the Treasurer.

Article VIII.
Committees

Section 1. Committees. The President, with the approval of the Board of Governors, may appoint the various committees he/she feels necessary to properly conduct the business of the Club to handle the problems and situations of: Finance, Green, Membership, New Members, Tennis/Pool, House/Social, Activities, Long Range Planning, and Water Resource. The President may, with the approval of the Board, appoint such other committees as may be necessary from time to time, and the duties and powers of each committee shall be designated by the President of the Board of Governors. Each committee and the members thereof shall be responsible to the Board of Governors for the duties and works assigned to them, and the Board shall have the right and power to remove any member of the committee if the Board deems it advisable. All committees may conduct special meetings by any recognized communication medium. A committee members third absence from a regular committee meeting shall constitute their resignation from that committee.

Section 2. Standing Committees. The President may, with the approval of the Board, appoint Standing Committees as may be necessary from time to time, and the duties and powers of each committee shall be designated by the President of the Board of Governors. Each committee and the members thereof shall be responsible to the Board of Governors for the duties and works assigned to them, and the Board shall have the right and power to remove any member of the committee if the Board deems it advisable. All committees may conduct special meetings by any recognized communication medium. A committee members third absence from a regular committee meeting shall constitute their resignation from that committee.

  1. a.Long Range Planning Committee. The Long Range Planning Committee shall be comprised of four (4) Stockholder Members and the current President. Each member shall serve for four (4) years. The incoming President of Oak Hills Country Club shall appoint the committee chairman annually. At the beginning of each fiscal year, the incoming President will fill any vacancies on the committee. The incoming President would have the authority during his/her term to appoint one liaison member to the Committee whom would have voting privileges on the Committee. The Committee would be charged with making recommendations to the Board regarding major Capital improvements and future projects it feels are advantageous to the well being of the Club. From time-to-time the Committee will be assigned special projects by the Board of Governors.
  2. b.Green Committee. The Green Committee shall be comprised of five (5) Stockholder Members, the current Oak Hills Country Club Womens Golf Association (WGA) Chairperson (President),and the current Oak Hills Country Club President. Each member, with the exception of the WGA representative, shall serve for five (5) years. The incoming President of Oak Hills Country Club shall appoint the committee chairman annually. At the beginning of each fiscal year, the incoming President will fill any vacancies on the Committee.The Committee is charged with working with the General Manager and the Superintendent to keep Oak Hills Country Club a first class golf course. The Committee will keep the Green Manual up-to-date and make recommendations to the Board for any changes thereto and shall have committee-level jurisdiction over all golfing and golf course activities.
  3. c.Finance Committee. The Finance Committee shall be comprised of up to five (5) Stockholder Members, the current Club Treasurer and the current President. Each member other than the Treasurer and President shall serve for five (5) years with the Club Treasurer being the Chairman. The President shall fill any current vacancies on the Committee from the current Treasurers nominee(s) or upon his/her confirmation.; At the beginning of each fiscal year, the incoming President will fill any vacancy on the Committee. The Committee is charged with working with the General Manager, Club Financial Controller, and any other Members, staff or third parties relevant to the financial affairs of the Club. All committees approving actions that may have financial impact on the Club shall be referred to the Finance Committee. The Committee shall keep the Board financially informed and make recommendations to the Board.
  4. d.Oak Hills Country Club Memorial Fund Committee. The Policies and Procedures of this committee are incorporated herein by a reference and made a part of the Bylaws of Oak Hills Country Club by attachment as Appendix A.
  5. e.Oak Hills Country Club Womens Golf Association (WGA). This committee shall be operated in accordance with the Bylaws, Rules and Regulations of Oak Hills Country Club, and the Policies and Procedures of the Oak Hills Country Club Womens Golf Association as approved by the Board of Governors. The Oak Hills Country Club Womens Golf Association shall elect their own chairperson (President). Not withstanding Section 3 of Article VIII, a quorum of the WGA members shall consist of ten (10) members.
  6. f.Compensation Committee.  The Compensation Committee shall be comprised of three (3) members as follows:  two (2) members for the Board of Governors and the President of the Board of Governors. The Board of Governors shall annually elect the two (2) Members of the Compensation Committee coming from the Board Members.  Any vacancies that may occur will be filled by a vote of the Board of Governors.  The Compensation Committee shall annually review the compensation of the Senior Staff (initially comprised of the General Manager, Executive Chef, Superintendent and Director of Golf) and report to the Board of Governors on their findings and recommendations, for approval of the Members of the Board, on the compensation giving weight to performance, comparability data and other factors as may be appropriate.  The Compensation Committee shall review all proposed and all existing employment contracts for the Senior Staff and report to the Board of Governors on the terms of such contracts and make their recommendations, for consideration and action as appropriate.

Section 3.Quorum. A committee shall be authorized to conduct its business upon the presence of 50% or more of the membership of that committee with the exception of the Membership Committee which shall have a minimum requirement of seven members of such committee in attendance.

Article IX
Membership

Section 1. Classes of Membership. The Membership of Oak Hills Country Club shall consist of the following classes, which classes shall be limited to the following number of Members:

  1. a.Stockholder.........
  2. b.Corporate............
  3. c.Non-Resident......50
  4. d.Junior Legacy 85
  5. e.Junior Executive 85
  6. f.Senior 50
  7. g.Special (Surviving Spouse) no limit
  8. h.Social/Tennis 200
  9. i.Inactive no limit
  10. j.Clubhouse no limit
  11. k.Honorary

Note: There can be Corporate Members who are not Stockholders and there can be Non-Resident Members who are not Stockholders.

CURRENTLY EXISTING MEMBERSHIP CATEGORIES BUT NO LONGER OFFERED TO NEWLY JOINED MEMBERS

  1. l.Stockholder (as of June 1997)
  2. m.Corporate Equity (as of September 1991)
  3. n.Deferred Stockholder (as of June 1997)
  4. o.Junior Executive (as of June 1997)
  5. p.Voting Non-Equity (as of April 1994)
  6. q.Special Junior Executive (as of April 1994)

Only Stockholder Members shall have and may exercise the general voting rights of the corporation or of the Club Membership, and such voting rights are expressly denied to those of other classes of Membership; EXCEPT that in the annual election of the Board of Governors, and only for this purpose, all classes of Members shall be entitled to vote in accordance with the procedures set forth hereinafter. Only Stockholder Members shall hold office in the Club.

  1. Section 1 (a) The classes of Stockholder, Senior, and Junior Executive Memberships shall be governed by Stockholder vote.
  2. Section 1 (b) Authority over all other classes of Memberships is vested in the Board of Governors.

Section 2. Applications for Membership. Each proposal of application for membership in any class of membership shall be by invitation only and upon the proposal and endorsement of two (2) Members in good standing. Each application shall be in writing and in the form prescribed by the Board of Governors and shall be endorsed by not less than two (2) Members who shall certify that he/she knows the applicant and his/her family personally and is well acquainted with them. Such application shall be filed with the General Manager or the Chairman of the Membership committee. The Initiation Fee in the form of a check shall be attached to the application. Each application shall be voted on by secret ballot in a meeting of the Board of Governors at which at least seven (7) members of the Board are present, and no person shall be elected to membership who receives two negative votes. Any applicant failing to be elected shall not again be considered or voted upon until after the expiration of one year from date of the action of the Board of Governors at which two negative notes were cast against acceptance of such applicant. If an applicant for membership is not elected, the Member who has proposed him/her for membership shall be immediately advised.

Before any applicant shall be admitted to membership notice of his/her application shall be posted on the Bulletin Board in the Main Club House for at least ten (10) days. Should a protest or objection be filed in writing during such ten-day period, by one or more Stockholder Members, the Board shall vote on the applicant subsequent to the filing of such protest or objection. In like manner to an original vote of the Board, should two or more negative votes be cast on reconsideration, the proposed election of applicant shall fail and the rule regarding re-submission as set forth above shall apply. On the other hand, should there be less than two negative notes on reconsideration, the applicant shall be admitted to membership without further posting or delay.

Each person elected to membership shall be notified thereof in writing and furnished a copy of the Bylaws and such other rules and regulations as are in force and effect, and the acceptance of membership shall include the obligation and agreement to abide by and conform to the same in all respects and to promptly pay all dues and charges assessed against the new Member.

Section 3. Definition of Membership

  1. a. Stockholder. The number of Stockholder Members shall be limited to the number of authorized shares of stock of the Corporation, and each such Member shall be a person over the age of 21 years and must own one and only one share of the capital stock of the Corporation, such stock having a par value of $10.00 per share. Such person shall be elected by the Board of Governors in accordance with the provisions of Article IX, Section 2. A Stockholder Member is entitled to the use of the facilities of the Club subject to rules of conduct and hours established by the Board of Governors from time to time. Each Stockholder Member shall acquire a share of stock in the Club and pay an initiation fee prescribed and approved by vote of the Board of Governors from time to time; provided that persons admitted as Stockholder Members by transfer from another class of membership shall pay the initiation fee imposed upon Stockholder Members at the time such person became a Member of the class from which transfer is being made after crediting thereon the initiation fee paid by such person in such previous class.

A Member does not become a Stockholder and does not own any equity until all membership/initiation fees for Stockholder Membership are paid to Club. In a payout membership plan, the Equity portion of the payment is at the end of the payment.

Applicants for Stockholder Membership who have been duly approved by the Board of Governors shall be admitted to such membership in accordance with the following preference:

First, to the spouse, surviving spouse, parents, son, daughter, or son-in-law, daughter-in-law, or any direct lineal descendant of the above of a Stockholder Member who dies or desires to resign.

Second, to Junior Members; in case there are two or more Junior Members eligible at the same time for Stockholder Membership, to the Junior Member who has been such a Member for the longest period of time would be given the priority.

Third, to Junior Executive Members who have fully completed payment of the amounts hereinafter set forth or who tender full payment of such amount at the time a share of stock in the Corporation becomes available; in case there are two or more Junior Executive Members eligible for Stockholder Membership, then the Junior Executive Member who has been such a Member for the longest period of time would be given this priority.

b. Corporate. A Corporate Membership may be acquired by a corporation but must be registered in the name of an individual, although it shall be labeled Corporate Owned. Such Membership shall be registered and enrolled in the name of a bona fide officer or employee of the Corporation.

(1) Should the person in whose name the stock is registered terminate his/her connection with the company or otherwise cause the company to ask for the stock to be surrendered or transferred, then such request shall be accomplished with the signature of the individual in whose name the stock is registered and without surrender of the stock certificate.

(2) Should the person in whose name the stock is registered die, then through a duly authorized officer or employee of the corporation, a decision can be made to resign the Membership, transfer ownership to the family of the deceased without a transfer fee, or nominate/transfer to another employee of the firm for a transfer fee in such amount as may be fixed by the Board of Governors from time to time.

(3) The Corporation may request the issuance of stock to another individual and at such time then there shall be paid to the Club a transfer fee in such amount as may be fixed by the Board of Governors from time to time.

(4) Any individual proposed transferee, as in b. (2) and b. (3) above, must fulfill all of the requirements of Stockholder Membership as set forth in Article IX. Section 2. above.

(5) The registered holder of such stock shall have all of the voting rights and all other privileges of a Stockholder Member.

(6) The number of shares of such stock shall be fixed by the Board of Governors from time to time.

(7) There shall be a limit of ten Corporate Equity Memberships which shall be owned by any one firm and all Memberships shall be acquired as herein set forth.

(8) Should a regular Stockholder Member wish to convert to a Corporate Membership or vice-versa, a transfer fee is charged in such amount as may be fixed by the Board of Governors from time to time.

(9) Should the person in whose name the stock is registered leave the company and/or want to terminate the corporate relationship, a transfer from corporate to an individual Membership is allowed. A transfer fee is charged in such amount as may be fixed by the Board of Governors from time to time.

(10)Such firm and the individual in whose name such Corporate Equity Membership is enrolled shall be jointly and severally liable to the Club for dues and other indebtedness and the Club shall have a lien on such Corporately-owned Membership for the payment thereof. A vacancy of the membership enrollment shall not suspend the obligation of the firm to pay any such indebtedness.

c. Non-Resident. Members of this class shall be persons over the age of 21 years who have neither their family residence (primary residence) nor Principal place of business located within 30 miles of Oak Hills Country Club. Any person, whose period of residence (or that of the Members family under ordinary circumstances) will be as long as three consecutive months in any period of 12 months, within 30 miles of Oak Hills Country Club, shall not be eligible for Non-Resident Membership.

(1a.) Each application for Non-Resident Membership, upon approval and election by the Board of Governors, shall pay an initiation fee plus any and all applicable taxes as may be assessed and levied thereon.

(1b.) If such Member becomes a resident or acquires a principal place of business within 30 miles of Oak Hills Country Club, his/her Non-Resident Membership shall terminate; provided, however, that if he/she applies for Stockholder Membership within 90 days thereafter, and is approved and elected to Stockholder Membership by the Board of Governors, he/she shall be credited with the initiation fee theretofore paid by him/her previously and then pay the difference of what the Stockholders initiation fee is required to be paid by a current applicant for Stockholder Membership.

(2a.) Any Stockholder Member that wishes to transfer to, and qualifies for a Non-Resident Member, may do so without losing his/her stock equity. A Non-Resident is only eligible to be a Non-Resident Stockholder if they convert to this category from Stockholder. In either case, Non-Resident, or Non-Resident Stockholders, shall have the same privileges. If any Non-Resident Member, whether Stockholder or not, wishes to convert to a Stockholder, he/she may do so at any time that Stockholder Memberships are available. A waitlist will be created for Members who wish to apply for Stockholder upon availability.

d. Junior Legacy. Junior Legacy Members shall be at least 21 years of age and no more than 40 years of age. When a Junior Legacy Member reaches age 40, membership in this class shall terminate, but upon attaining age 40 each Junior Legacy Member shall have the right to convert such membership and become a Stockholder Member by acquiring a share of stock and paying an amount equal to 50% of the initiation fee in place at the time of conversion, less credit for any amounts of initiation fees previously paid. Junior Legacy Member must have been a Member for five (5) years to qualify for the 50% deduction. Note: This Membership has $1000 of equity. A Junior Legacy Member shall pay the initiation fee in such manner as prescribed and approved by the Stockholder Members at the time such person is admitted to Membership.Junior Legacy dues will be a percentage of a full dues paying Member. The dues will be set on a graduated basis by age group. The percentage for each age category will be set by the Board of Governors. The rights, obligations, and privileges of such Junior Legacy Membership shall belong to the blood relative of the Stockholder Member regardless of any other circumstance indicating other. In the event of the termination of marriage, regardless of any order of any court or agreement between the parties, the beneficial interest in such Junior Legacy Membership shall remain with the blood relative of the Stockholder Member. Each Junior Legacy Member shall be sponsored by a Stockholder Member (parent or grand- parent) and such sponsor may be held responsible for accounts and actions of the Junior Legacy Member sponsored by him/her.

c.Junior Executive. Junior Executive Members shall be at least 21 years of age and not more than 40 years of age. When a Junior Executive Member reaches age 40, Membership in this class shall terminate, but upon attaining age 40 each Junior Executive Member shall have the right to convert such Membership and become a Stockholder Member by acquiring a share of stock at the Member Initiation fee in place at the time they became a Junior Executive Member. Any deferred assessments must be paid prior to or at the time a Junior Executive becomes a Stockholder Member. Note: Junior Executive Members are required to pay a minimum of $1000 annually which is applied toward the payment of their initiation fee until they reach age 40 or until paid in full. Junior Executive dues will be a percentage of a full dues paying Member. The dues will be set on a graduated basis by age group. The percentage for each age category will be set by the Board of Governors.

The maximum number of Junior Executive Members will change from time to time per Board of Governors vote.

When a Junior Executive Member reaches the age of 40 years, the Junior Executive Membership of such Member shall automatically expire and terminate. However, he/she may, within 90 days thereafter, apply for a Stockholder Membership. If elected to the type of Membership applied for but a share of capital stock of the Corporation is not then available, such applicants application shall be placed on file until a share of capital stock becomes available. In the meantime, however, the applicant shall pay the same dues plus any applicable excise taxes required to be paid by a Stockholder Member, and, so doing, shall enjoy all the privileges of Stockholder Membership except the right to vote and to hold office. Failure to file such application for Stockholder Membership within 90 days after the termination of such Junior Executive Membership or having filed such application, failure to qualify for the Membership so applied for, shall terminate all rights hereunder of said former Junior Executive Member. In case there are two or more Junior Members applying for Junior Executive Membership, then the junior Member who has been such a Junior Member the longest period of time shall be given the priority.

Senior.Any Stockholder Member who has been a Member in good standing for a period of 20 years or more preceding the filing of his/her application and who shall have attained the age of 75, may file an application to become a Senior Member. Upon approval of his/her application, his/her stock shall be surrendered and any and all related equity shall be donated to the Oak Hills Country Club Memorial Fund and his/her dues shall be reduced to an amount lower than those of Stockholder Members. This membership is transferable only to the Senior Members surviving spouse. He/She and the members of his/her immediate family as defined in the Bylaws shall be entitled to the use of all of the Club facilities; provided however that the use of golf and tennis facilities shall be available without charge, but subject to time and day restrictions as fixed by the Board of Governors. Senior Members cannot hold office or vote.

A current SENIOR MEMBER, by filing application, will have the opportunity to convert to full dues category. This conversion will allow the SENIOR MEMBER the same playing privileges as a full Member.The SENIOR MEMBER will remain with no voting rights, no equity, and no stock certificate. This Member category is called SENIOR FULL.

g. Special Members (Surviving Spouse) Members of this class shall be limited to the surviving spouse of the Stockholder Members in good standing who have succeeded to ownership of said stock, and to the surviving spouse of Senior Members in good standing, who have succeeded to the ownership of said stock, and to the surviving spouse of Senior Members in good standing. Any such surviving spouse may elect to make application to Special Membership, and in the event the person is a surviving spouse of a Stockholder Member, the stock certificate shall be surrendered and dues shall be reduced to an amount lower than those of Stockholder Members. No additional initiation fee shall be required nor shall the endorsement of another Member be necessary. If, however, a Special Member remarries, the Special Membership of such Member shall automatically expire and terminate; however, the Member may, within sixty days thereafter, apply for a Stockholder Membership, and upon approval of the Board of Governors and upon payment of current equity value, the Member shall receive the next share of stock when it becomes available. In the meantime, however, the applicant shall pay the same dues plus excise taxes required to be paid by a Stockholder Member, and, so doing, shall enjoy all the privileges of Stockholder Membership except the right to vote and to hold office. If surviving spouse decides not to continue as a Member, the surviving spouse can transfer Membership to a blood relative with no transfer fee.

h. Social Members. A Social Member shall pay a fee as set by the Board of Governors of the Club and shall pay dues as prescribed for such Members by the Board of Governors. A Social Member shall have the right to participate in all Club activities and the use of all Club facilities except for the golf course unless they pay the unescorted guest green fee for golf. He/she shall not have the right to vote or hold office. A Social Membership may be converted to a Stockholder Membership upon the approval of the Board of Governors, providing Stockholder Memberships are available and by a payment of the difference of the Social Membership and the cost of a Stockholder Membership at the time of conversion. The maximum number of Social Members shall be limited from time to time by the Stockholders of the Club.

Stockholder to Social: A Stockholder may request a transfer to Social. The Stockholder is required to forfeit all or up to $2,500 of their equity at the time of transfer and be subject to all provisions set forth for Social Memberships.

Once the determined amount of equity or up to $2,500 is deducted from the Members equity, and the Member remains a Social Member for three (3) years or longer, then the Member is entitled to an equity refund. If the Member does not remain a Member for 3 years or more, then the following would apply:

If the Member resigns after one (1) year as a Social Member he/she will receive 25% of the balance of their equity.
If the Member resigns after two (2) years as a Social Member he/she will receive 50% of the balance of their equity.
Note: Equity balances will be placed on the Clubs refund list and refunded per the By-Laws

Ten (10) Members per year* may transfer from Stockholder to Social Member category (*the year would begin with the Clubs fiscal year calendar of May 1st.) All such transfers are at the discretion of the Board. If more than ten (10) Members apply, years of Membership have priority.

If a Stockholder Member transferring to this category desires to transfer back to Stockholder in the future, then the member would be required to pay a $2,500 transfer/equity fee.

i. Inactive. Any Member of the Club shall be entitled to petition the Board of Governors for Inactive Status of his/her Membership. The Board of Governors shall have full discretion to grant or refuse inactive status to said Member and will evaluate such requests on a case by case basis. Cause for granting inactive status is primarily based on personal hardship that may be incurred by the requesting Member including, but not be limited to, medical hardship, financial hardship, or family-related hardship.

If a Member is granted inactive status, the Member will be billed a monthly inactive fee which will be set by the Board of Governors. This fee shall be a reduction of normal fees and shall include a reduced debt fee and a reduced assessment fee (if applicable). There will be no food minimum billed with this category of Membership.

The following rules apply to Inactive Status Members:

(1)The inactive request must be submitted in writing.

(2)The requesting Members account must be current prior to granting inactive status.

(3)Any Member granted inactive status must maintain a current account (within 30 days) of billing. In the event that the inactive Member fails to pay their inactive fees within that period, such Membership shall revert to the Club and any stock (if applicable) shall be cancelled. Under this scenario, the Club shall have no obligation to pay any fee to the Member for their cancelled Stock Certificate and said Certificate cannot be sold to anyone by the Member.

(4)An Inactive Member cannot use the Club at any time while he/she is Inactive. An Inactive Member may frequent the Club as a guest of another Member under the regular in- town guest rules.

(5)Inactive Members shall have no voting rights during the inactive period.

(6)If any Inactive Status Member returns to Oak Hills within a six-month period of his/her original absence, he/she will be required to pay the balance of any unpaid dues, debt fees, food minimums, and assessment balances (if applicable.) These fees will be based on his/her category of Membership prior to going inactive.

(7)An Inactive Member requesting reinstatement to Active Membership (after meeting the required six-month minimum inactive period) shall be required to pay the balance of any unpaid debt fees and assessment balances (if applicable.) The aforementioned fees will be based on his/her category of Membership prior to going to inactive status.

(8)The Board of Governors shall have full discretion dealing with the repayment of required fees and/or assessments (if applicable) for Inactive Members returning to Active Membership status more than two years (24 months) after becoming an Inactive Member.

(9)When an Inactive Member requests active Membership, if the Membership class is full, then that Inactive Member will have to wait until his/her name comes to the top of the waiting list to become re-activated.

(10)Corporate Memberships holding at least two Memberships may be granted inactive status at the discretion of the Board of Governors on more than one occasion.

j. Clubhouse. A Clubhouse Membership may be acquired by an individual. This Membership entitles the Member to full dining, conference, and Clubhouse privileges. There are no golf, tennis, or swimming privileges to this Membership. This is a non-equity Membership. Stockholder Membership transfer requirements for Clubhouse shall be the same as Social Memberships set forth in Article IX. Section 3.h., above.

k. Special Privileges. The Board shall have the authority to grant special privileges regarding use of the Club facilities under such circumstances as it deems appropriate.

Section 4. Voting Rights. Only Stockholder Members shall have and may exercise the general voting rights of the Corporation or of the Club Membership and such voting rights are expressly denied to those of other classes of Membership. Only Stockholder Members shall hold office in the Club.

Section 5. Family Privileges. The immediate family of a Member shall consist of the Members spouse and all dependent relatives who are under the age of 25 or who are full-time students who are unmarried and actually residing with such Member. The immediate family of a Member shall, subject to the rules of the Club, be entitled to participate in the same activities and privileges of the Club as the family Members class of Membership.

Section 6. Divorce.

  1. a.Upon filing of a petition for divorce all aspects of Membership, including dues, shall be suspended for a minimum of 90 days or at such time as the Club is provided with an agreement, court order, or other authority providing for the continued use of the Membership and liability associated therewith.
  2. b. This provision may be adjusted by the Board of Governors as individual circumstances may warrant.

Section 7. Membership List.

  1. a. The Assistant Secretary shall keep a record of the addresses of all Members of the Club, and it shall be the duty of each Member to promptly notify the Assistant Secretary of any change of address. When any notice is required or permitted to be given to a Member pursuant to these Bylaws, such notice addressed to a Member at the last address as shown on the Assistant Secretarys record shall be deemed to have been properly given.
  2. b. The Membership list shall be for the exclusive use of the Club, its officers and duly constituted committees. It shall not be made available to or used by any person, firm or organization for personal, private, or commercial purposes.

    Section 8. Withdrawal of Membership.

    1. a.If a Stockholder Member is expelled or desires to resign his/her Membership, his/her share of stock and the certificate evidencing same must be surrendered to the corporation. No trading or sale by him/her of his/her stock to another individual shall be permitted except that the transfer of the stock of a resigning Member in good standing to the spouse, son, daughter, son-in-law or daughter-in-law whose application for Membership has been approved by the Board of Governors, is expressly authorized.
    2. b.In the event of the expulsion of a Stockholder Member, his/her share of stock together with the certificate evidencing same shall be surrendered to the Corporation and he/she shall receive therefore the par value ($10.00) therefore, which shall constitute the sole and only consideration or reimbursement from the Corporation to which he/she is entitled. In the event of the failure or refusal of an expelled Member to surrender his/her stock certificate, same shall be canceled on the books of the Corporation and such stock treated as treasury stock.
    3. c.In the event of voluntary resignation of a Stockholder Member in good standing and at such time as funds set aside for said purpose are available to the Corporation, he/she shall be reimbursed the amount of stock value for the equity of the share of stock surrendered minus the unpaid amount of any assessment. The resigning Member shall receive his/her equity, provided, however, that until such time as funds set aside for the purpose are available to the Corporation for the repurchase of stock, such resigning Member shall be required to pay the dues and applicable taxes assessed and levied thereon as hereinafter provided for. If however, such resigning Member fails or refuses to pay such dues and taxes after being billed therefore, his/her stock shall be surrendered and the Member shall be paid any portion of his/her equity which has not been charged to unpaid dues, taxes or debt.

      (1) The Board of Governors at its discretion may waive the dues and fees requirements after a share of stock has been on the redemption list for 6 months or longer.

  3. d. Before a Member resigns (whether Stockholder or Non-Stockholder) the Member must put in writing his or her intentions to resign and the Member must not owe the Club any money and has to have a current balance on his/her account.
  4. e. A resignation shall become effective on the first day of the month following acceptance by the Board of Governors or on such date as the Board may designate.

Section 9. Conditions of Membership. No person, although elected to Membership, shall be deemed a Stockholder Member until he/she or she has acquired one (1) share of stock. In the event of a pay as you go initiation fee, the stock is not owned until the last payment is made.

Section 10. Initiation fees and Dues.

  1. a. Initiation fees. Initiation fees will be set by the Board of Governors for all classes of Membership from time to time. The Board of Governors will have authority to approve methods of payment of that initiation fee.
  2. b. Dues. Dues for the various Membership categories other than Social/Tennis will be set by the Stockholder Members from time to time. The Board of Governors will have authority to approve a dues increase without the Stockholders vote, if and only if the dues increase is equal to or less than 10% of the current dues level. The Board can exercise this authority one time in a fiscal year.
  3. c. Transfer fees. Transfer fee is defined as what one pays to move from one category to another or a transfer from a current resigning Member to a prospective Member. The Board of Governors will have authority to approve the fees to be charged.
  4. d. Prepaid. Dues are paid in advance.

Section 11. Assessments.Assessments will be approved by vote of the Stockholder Members of the Club from time to time. The Board of Governors will have authority to approve methods of payment for that assessment. The Board of Governors will have authority to approve an Assessment without the Stockholders vote if and only if the Assessment is equal to or less than $200. Assessments may be Equity, Non Equity, or a percentage of Equity. All classes of Membership are subject to assessments. The Board can exercise this authority one time in a fiscal year.

Article X
Non-Payment of Account and Suspensions Expulsions

Section 1. Non-Payment of Accounts.

  1. a. On or about the fourth day of each month there may be sent to each Member a statement of the amount of his/her indebtedness to the Club covering dues and assessments for the current month and all charges made to his/her account during the previous month. Such amounts are due and payable by the 15th of the current month. If the total amount owing by such Member is not paid by the last day of the current month the Club may notify the Member that the account is delinquent and a 1 ?% charge in interest monthly will begin to be assessed on the indebtedness. If not paid by the 15th day of the following month the name of such Member may be posted upon the bulletin boards of the Club together with the amount of his/her account. Upon posting, the account shall be suspended. A Stockholders Stock Certificate shall become forfeit when the Stockholders account becomes 90 full days delinquent unless satisfactory arrangements for payment are made. Satisfactory payment terms shall be at the discretion of the General Manager, subject to the approval of the Executive Committee. The delinquent Member will be denied the privileges of the Club, and his/her Membership may thereupon become subject to forfeiture. Forfeiture of the Membership is subject to action at any scheduled meeting of the Board of Governors. The Board of Governors may adopt rules and regulations with respect to the suspension or expulsion of a Member for the non-payment of indebtedness to the Club as well as the reinstatement of a delinquent Member upon the discharge of such indebtedness. Once posted for unpaid accounts, and even though a Member may have thereafter paid his or her account in full, the Members credit maybe restricted to an amount and in such manner as determined appropriate by the Board of Governors.
  2. b. The Club shall have a prior lien upon the Membership Certificate, all deposits and all rights of each Member of every class in the Club for any indebtedness due to the Club by such Member.

Section 2. Suspension Expulsion.

  1. a.After reasonable notice and an opportunity to be heard has been accorded a Member, a Member may be fined, suspended or expelled for unbecoming conduct or a persistent refusal to conform to the Bylaws, rules or regulations of the Club by order of the Board of Governors. Any share of stock or certificate of Membership issued to a Member shall become void and non-transferable if such Member is expelled from the Club. For sufficient cause and the Boards approval, the Board may reinstate a suspended or expelled Member upon such Members appeal made within thirty (30) days from date of suspension or expulsion.
  2. b. Suspended shall mean that the privileges of Membership have ceased but the Member and Board are addressing the Members status.
  3. c. Expelled shall mean that the Membership is finally terminated and all rights thereto forfeited. Upon expulsion a Member must turn over his/her Membership certificate to the Club for par value of Ten Dollars ($10.00) or, failing to do so, the Board may order said certificate canceled after thirty days.
  4. d. Any Member, guest, or visitor may be suspended or expelled or denied the use of the privileges of the property and facilities of the Corporation, the Clubhouse or Grounds by the Board of Governors for conduct prejudicial to the interest of the Corporation for improper conduct, for conduct injurious to the good order, peace and welfare of the Club, or for conduct at variance with the Bylaws, Rules, and Regulations. A Member as described immediately above shall be given written notice by the Secretary with a brief statement of the charges and cited to appear before the Board of Governors at a definite time not less than five days from date of such written notice. At the hearing before the Board, the persons charged shall be afforded the opportunity to be fully heard in answer to such charges.
  5. e. The Board of Governors shall be the sole judge of what constitutes conduct prejudicial to the interest of the Corporation, improper conduct, conduct injurious to the good order, peace, and welfare of the Club and conduct at variance with the Bylaws.

Rules and Regulations, and further shall be the sole judge of the sufficiency of the evidence by which such conduct is shown. The decision and action of the Board of Governors shall be final.

Article XI
Ownership of Stock

Section 1. Membership with Stock. Each Stockholder Member owns one share of capital stock of the Corporationwhen the Member has paid all applicable initiation fees, taxes and stock fee. Stockholder Membership includes only the following classes of Membership:

Stockholder

Stockholder

Corporate Equity

Non-Resident Stockholder

The Stockholder Members of the Club can change the Membership groups who own stock by a Stockholders vote only.

Section 2. Stock Value. At the present time there are four (4) stated cash surrender values only of equity class capital stock ($8,600, $6,000, $1,000 and $0 equity Stockholder). In terms of Member privileges these four classes of stock are identical. The difference comes into being if the Corporation is dissolved or its assets are sold. The $0 equity value capital stock only occurs when a Stockholder donates their stated cash surrender value only to the Oak Hills Country Club Memorial Fund. Any donation to the Oak Hills Country Club Memorial Fund does not affect the liquidation ratio of the Stockholder.The equity Stockholders liquidation ratio shall be the same as prior to donation of equity to the Oak Hills Country Club Memorial Fund. The $8,600 Stockholder class shall have a liquidation ratio factor of 8.6 to 1.0; 6.0 to 1.0 for the $6,000 Stockholder class and 1.0 to 1.0 to the $1,000 Stockholder class. The value of these stocks can only be changed by vote of the Stockholder Members.

Section 3. If any Stockholder Member desires to terminate his/her Membership by resignation, the resigning Member shall follow these steps:

  1. a. Put in writing the intent to resign.
  2. b. Submit Stock Certificate to the Club.
  3. c. Pay any indebtedness to the Club.
  4. d. After Boards approval, authorization for payment will be given to the resigning Member for the stock value.
  5. e. The payment will be made to the resigning Member as funds become available as expressed in Article IX. Section 7.c. above.

When the Stockholder Member in good standing resigns or dies, and his or her share of stock is surrendered to the Board of Governors with the request that it be re-issued to the spouse, surviving spouse, parent, son, daughter, son-in-law, daughter-in-law, grandson, or granddaughter whose application for Stockholder Membership has been duly approved by the Board of Governors, then no initiation fee shall be charged by the Corporation.

Section 4. Certificates of stock of the Corporation can only be transferred upon the books of the Corporation; all certificates exchanged or returned to the Corporation shall be canceled by the Secretary or Assistant Secretary. No new certificates shall be issued until the old certificate has been canceled unless lost and satisfactory evidence of such loss is furnished to the Secretary.

Article XII
Visitors Guests

Section 1. Rules and Regulations. All privileges extended to visitors shall be subject to such rules and regulations as the Board of Governors may from time to time prescribe and subject to such fees as may be prescribed in said rules.

Section 2. Conduct. Every Member shall be responsible for the conduct and indebtedness of all visitors introduced by him or her.

Section 3. Reciprocity. All privileges extended to visitors shall be subject to such rules and regulations as the Board of Governors may from time to time prescribe and subject to such fees as may be prescribed in said rules, provided, however, privileges shall not be extended to visitors from other clubs without fees unless reciprocal agreements have been arranged by clubs Golf Professionals, Tennis Professionals or General Manager.

Article XIII
Notices, Subscriptions and Donations

Section 1. No notices, subscriptions, papers or petitions except those related to Club affairs shall be posted or circulated.

Section 2. No donation shall be made to any person or organization without authorization from the General Manager or Board of Governors.

Article XIV
Amendment

Section 1. All Bylaws and amendments thereto heretofore adopted are hereby repealed with the adoption of these revised Bylaws.

Section 2. The Bylaws of the Corporation may be altered, revoked, amended or suspended only by action of the Stockholders at a regular meeting or at a special meeting called for that purpose or by a mail ballot. A copy of these Bylaws and any subsequent amendment thereof shall be available to each Stockholder Member of the Club within 30 days after the adoption thereof.

Section 3. Any ambiguity, discrepancy or dispute arising from an interpretation of the Bylaws or the Rules shall be determined by a majority vote of the Ad Hoc Task Force appointed by the President from the Board of Governors and any such decision is final and binding upon all Members.

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Appendix A
OAK HILLS COUNTRY CLUB MEMORIAL FUND
POLICIES AND PROCEDURES

ARTICLE I Authorization

The Oak Hills Board of Governors authorized the formation of the Oak Hills Memorial Fund (OHCCMF), the organizational structure and responsibilities as set forth herein on August 22, 2002.

ARTICLE II Purpose and Responsibilities

The OHCCMF responsibilities are to receive, accumulate, administer and disperse donations, as well as being the coordinator and recommending authority for the Oak Hills Country Club Board of Governors for all donations.

ARTICLE III Organizations and Meetings

The principle office and address of the OHCCMF is:

Oak Hills Country Club Memorial Fund

Oak Hills Country Club

5403 Fredericksburg Road

San Antonio, Texas 78229

The fiscal year will be that of the financial fiscal year of the Board of Governors of Oak Hills Country Club.

The Trustees of the OHCCMF shall consist of five Stockholder Members in good standing of Oak Hills Country Club with equal voting rights. The current President of the Oak Hills Country Club Board of Governors serves as an ex-officio member of the OHCCMF. Two of the five Trustees shall be the two immediate Past Presidents of Oak Hills Country Club who are still living and Stockholder Members in good standing. Oak Hills Country Club Presidents appoint the other three Trustees. With the exception of the initial appointees who were appointed to one, two and three year terms, Trustees terms shall be for three years.The current President of Oak Hills Country Club appoints a replacement for the retiring Trustee at the beginning of the Presidents term.; Each year the OHCCMF Chairperson shall be the appointed Trustee who has one year remaining on their term. In the event an appointed Trustee dies, resigns or is not a Member in good standing, the current President of Oak Hills Country Club shall appoint a replacement for the term of the Trustee being replaced.

The General Manager of Oak Hills Country Club shall serve as Secretary and keep minutes of meetings of the OHCCMF. The Comptroller of Oak Hills Country Club shall serve as Assistant Secretary of the OHCCMF and shall attend meetings in lieu of or at the invitation of the Secretary. The accounting for the OHCCMF funds will be done by the General Manager and Comptroller of Oak Hills Country Club, reviewed by the Trustees of the OHCCMF and audited as part of the annual audit of Oak Hills Country Club.

Regular meetings of the OHCCMF Trustees will be scheduled at a date and time with adequate notice. Special meetings will be scheduled by the Chairman at the request of any Trustee.

ARTICLE IV - Fiduciary Responsibilities

Donations to the OHCCMF will be maintained and accounted for separate from other funds of Oak Hills Country Club. These funds may be held in the same bank, but in a separate account, so long as the account is in a major United States bank and under the auspices of the Federal Reserve System.

Money accumulated in the OHCCMF will be invested under the direction of the OHCCMF Trustees.

Gifting to the Oak Hills Country Club for normal operation of the Club is not a normal function of the OHCCMF. However, should exceptional circumstances arise, gifts to Oak Hills Country Club may be made with a sixty percent (60%) approval of the OHCCMF Board of Trustees.

ARTICLE V Amendments

Rules, regulations and restrictions set forth by the OHCCMF may be altered, added or deleted by the vote of sixty percent (60%) of the Trustees of the OHCCMF. Policy and procedure changes require the same percentage approval by the Trustees of the OHCCMF, but also must be ratified by the Board of Governors of Oak Hills Country Club.

ARTICLE VI Dissolution of the OHCCMF and Funds

Dissolution of the OHCCMF Board of Trustees and the Fund requires a seventy five percent (75%) vote of the Board of Governors of Oak Hills Country Club. Assets of the fund therein become the property of the Oak Hills Country Club.

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Oak Hills Country Club Bylaws                                                                                                        August 22, 2014

 

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