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Bylaws adopted at
Stockholder Meeting
held July 9, 1995. |
- Name
- Purpose
- Board of Directors
- Officers and Their Duties
- Membership and Privileges
- Committees
- Fiscal Year and Reports
- Amendment of Bylaws
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I.
Name The NAME of this
non-profit corporation as provided by its articles of
association is NEWPORT COUNTRY CLUB, INC. The
principal office of the Corporation is located at its site
on Pine Hill, in the City of Newport, Vermont 05855. It is
noted that the playing course itself lies mainly in the
Town of Derby, Vermont. |
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II.
Purpose This Corporation
shall be a non-profit recreational one to encourage and
promote recreation in the community but, most especially,
the game of golf. It shall foster a greater
understanding and appreciation of the ancient sport of
golf among all interested persons, children and adults
alike. |
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III.
Board of Directors The
management of this Corporation shall be vested in a Board
of Directors consisting of twelve (12) members, to be
elected by the stockholders. The Board shall have all
legal powers of a non-profit corporation in the State of
Vermont, and shall have full responsibility for the
management of the corporation. It shall determine and
monitor policies governing the administration and
operation of the Corporation consistent with its bylaws.
It shall have full responsibility for the financial
affairs of the Corporation. The Board may call a special
meeting of the stockholders when deemed advisable.
A director shall have no personal liability to the
Corporation while acting in good faith and carrying out
his/her corporate duties. Personal liability could
result when a director acts in bad faith, in violation of
law, or without corporate authority.
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SECTION 1) The Board may engage any
additional personnel deemed necessary to assist
in the governance of the Corporation. |
SECTION 2) NOMINATIONS
A Nominating Committee shall prepare a slate
of candidates for the annual meeting. (See
Nominating Committee) |
SECTION 3) TERM OF OFFICE
The term of office shall be three (3) years
with one-third of the Board being elected each
year. A member may be re-elected for
two (2) additional consecutive terms. A member
shall not be eligible for re-election until at least
one year after the allowed consecutive terms plus
any partial term served as a result of filling a
vacancy. |
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SECTION 4) Each director shall be entitled to
one vote at any meeting. There shall be NO
proxy voting or voting by phone. |
SECTION 5) RESIGNATION
Members may resign at any time upon written
notice to the President. The resignation becomes
effective upon receipt or at such time as specified
by the resigning member. |
SECTION 6) REMOVAL
Board attendance at all meetings will be reviewed at
various intervals. Excessive absences could
result in removal from the Board. Reinstatements
shall be by a majority vote of the board at the next
meeting upon the member's request for reinstatement. |
SECTION 7) VACANCIES
The bshall present the Board with names of
candidates to fill unexpired terms. Upon election by
the Board, the candidate(s) shall assume the
position of Director at the next meeting for the
duration of the unexpired term. |
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SECTION 8) A QUORUM shall consist of
seven (7) members of said Board. |
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SECTION 9) The Board shall determine the day
and time of its monthly meetings, unless postponed
by the Presiding Officer. When appropriate, the
Secretary shall send attendees an agenda one week
prior to the meeting. |
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SECTION 10) The Board may have special
meetings at any time at the request of the
President and/or any four (4) Directors. |
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SECTION 11) Action shall be taken by a
majority vote of members present, providing
there is a quorum. Any action taken shall be deemed
the action of the full Board. |
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SECTION 12) Board members shall notify the
President or Secretary prior to the meeting if
unable to attend. |
SECTION 13) CONFLICTS OF INTEREST
No Director or Committee Member shall discuss or
vote on matters involving a conflict of interest.
When a Director or Committee Member has cause to
believe he/she or another member may have a
conflict, he/she shall declare the perceived
conflict. The Board/Committee, excluding the member
involved, shall then decide by majority vote whether
it deems an actual conflict exists. When a conflict
is found to exist, the Director/Committee Member
involved shall physically remove him/herself from
the meeting and shall not discuss or vote on such
matter. No one that is employed or under a
lease agreement shall be eligible to be a Director. |
QUALIFICATIONS OF BOARD MEMBERS:
Potential Board Members shall have knowledge of the game
of golf and its rules. Members shall be willing to assume
collective responsibility with other Board Members for the
success of the Club. Members should be willing to seek
alternative approaches to problem solving and to fully
cooperate with other Members of the Board. Members should
be willing to commit the necessary time, thought, and
energy, including full participation in the monitoring of
the resources the Corporation needs to meet its
objectives.
RESPONSIBILITIES OF BOARD MEMBERS
A BOARD MEMBER
shall:
- fully support NEWPORT COUNTRY CLUB in
its endeavors;
- prepare thoroughly for all meetings;
- attend all meetings whenever
possible, including Committee meetings on which the
member serves;
- monitor the resources necessary for
the Club to meet its objectives;
- represent NEWPORT COUNTRY CLUB to its
members and to the community in a favorable manner;
- resign if unable to fulfill the
responsibilities of a Board Member;
- deliver to one's successor all
official material in his/her possession no later than
fifteen (15) days following the election of officers.
ELECTION OF BOARD MEMBERS
The names of the candidates shall be listed on ballots to
be included with the Annual Stockholder Meeting notice.
All ballots received up to and including the day of the
meeting shall be valid. Ballots shall be tallied at the
meeting after being verified by the Secretary and an Audit
Committee of three (3) Board Members appointed by the
President. All ballots shall be mailed in or presented by
the Stockholder at the meeting, eliminating all proxy
voting for Board Members. |
IV. Officers and Their
Duties
SECTION 1) The CORPORATE OFFICERS of
this Club shall consist of a President, Vice
President, Secretary, and Treasurer. The
offices of President and Vice President
shall be elected by the Board of Directors by
Australian ballot if there is more than one
candidate for a term of one year, at the meeting
which follows the annual Stockholder meeting. In the
event of the RESIGNATION of the President, the Vice
President shall fulfill such duties until a new
President is elected. If the Vice President should
resign, a new Vice President shall be elected at the
next Board meeting. The offices of President and
Vice President shall have a maximum of six (6)
consecutive years in office. The Treasurer and
Secretary shall be elected by the Board on a yearly
basis for an indeterminate period of time; said
officers shall serve until a successor has been duly
elected.
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THE PRESIDENT SHALL:
a)
preside at regular and special Board meetings, and
at all stockholder meetings;
b) together with the Secretary or Treasurer or any
other designated person, sign any deeds, mortgages,
contracts, leases, or other instruments the Board
has authorized, except in cases where the Board has
delegated signing authority and in cases required by
law to be otherwise signed or executed;
c) appoint the Chairs of each Standing and Ad Hoc
Committee;
d) in consultation with Committee Chairmen, appoint
Board and non-Board Members to various committees;
e) appoint ad hoc committees;
f) be an ex officio voting member of all committees,
except Nominating;
g) assign special tasks and duties to individual
Board members, officers, or committees, as the needs
of Newport Country Club warrant;
h) call special meetings of the Board as necessary,
as outlined in Article III, Section 10;
i) perform other duties as may be requested by the
Board of Directors.
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THE VICE PRESIDENT SHALL:
a) become fully acquainted with the affairs of
Newport Country Club and, in the absence or
incapacity of the President, assume all duties of
the President;
b) perform other duties as may be requested by the
President or Board of Directors.
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THE TREASURER SHALL:
a) oversee the management of the Corporation's
financial operations;
b) coordinate yearly budget with various committee
chairmen;
c) report to the Board of Directors on a regular
basis;
d) dispose of records according to a retention
schedule to be mutually established by the Treasurer
and the Board;
e) perform such other duties as may be requested by
the President or Board of Directors.
The Treasurer shall be the Chairman of the Finance
Committee; he may or may not be a member of the
Board of Directors, as determined by said Board.
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THE SECRETARY SHALL:
a) take minutes at all meetings of the Board of
Directors, or Stockholders, such minutes to be
retained permanently;
b) see that the minutes or agendas of Board meetings
are distributed to the Directors and key personnel
in a timely fashion;
c) issue, transfer, or cancel SHARES OF STOCK, and
keep an accurate record thereof, including all
correspondence;
d) notify the Department of Liquor Control annually
of the names and residences of all persons
purchasing stock the previous year;
e) handle all correspondence referred to him/her for
reply;
f) prepare and notify all members of the annual dues
set by the Board in a yearly letter approved by the
President;
g) notify all Stockholders of the annual and any
special meetings;
h) perform all duties incidental to the Office of
Secretary and such other duties as may from time to
time be assigned by the President or other members
of the Board of Directors.
The Secretary may or may not be a member of the
Board of Directors, as determined by said Board. |
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V. Membership and
Privileges Membership in the Club
shall be for one year from April 1 to March 31 of the following
year.
SECTION 1) TYPES
Membership is open to individuals and corporations.
Individual memberships are classified as follows:
ADULT, HUSBAND AND WIFE, COLLEGE, JUNIOR, and
SOCIAL. The Board of Directors shall further
define any classification in the rules booklet as it
sees fit. Business or corporate memberships may also
be established by the Board.
The Board may also designate other types of
membership, such as Complimentary, Honorary,
Lifetime, etc. |
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SECTION 2) The maximum number of adult
playing members shall be determined by the Board
of Directors. |
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SECTION 3) The Membership Committee shall be
responsible for formulating a waiting list of
prospective members according to predetermined
criteria, as contained in the rules booklet. |
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SECTION 4) Each adult member shall own a
share of Newport Country Club stock. |
SECTION 5) VOTING
Each individual adult Stockholder shall have only
one vote at any meeting, regardless of the number of
shares held. In order to vote, a Stockholder must
also have paid full annual playing dues as an adult
member of the Club or be an
honorary/complimentary member for the year in
which the stock is sought to be voted.
Stockholders may not sell or transfer stock without
first offering it for sale to the Club at its par
value.
Routine business shall be transacted by a majority
vote of those present at duly warned Stockholder
meetings, including any and all valid proxies.
Proxies may be voted once they are deemed by the
Secretary to be duly executed by a dues paying
Stockholder member.
Election ballots will be kept until the next annual
Stockholder Meeting at which time they will be
destroyed. |
SECTION 6) MEETINGS
All qualified Stockholder playing members for the
current year shall be notified of the Annual or any
Special Meeting at least ten days prior to the
meeting date. The annual meeting shall be held
prior to September 15 at a date and time to be
set by the Board. This meeting shall be for the
purpose of electing Board members and to transact
such other business as may properly come before the
assembly.
The President, on request of the majority of the
Board members, shall call special meetings of the
Stockholders. No business shall be transacted at
special meetings other than that germane to the
subject stated in the notice.
Notice of special stockholder meetings shall be
posted in the clubhouse unless it is closed. |
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SECTION 7) Thirty (30) members shall
constitute a quorum at the Annual Stockholder
Meeting, and twenty (20) members shall
constitute a quorum for special stockholder
meetings. |
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SECTION 8) Meetings shall be conducted using
Robert's Rules of Order as a procedural guide. |
SECTION 9) DUES
Dues shall be determined by the Board of Directors.
The Board may also impose special assessments as it
deems necessary. |
SECTION 10) SUSPENSION AND/OR EXPULSION
Any member may be suspended or expelled by a
two-thirds vote of the Directors present at a Board
meeting, there being a quorum, for non-compliance or
a violation of the provisions of the constitution,
bylaws, rules of the Club, or for conduct, in the
discretion of the Board, deemed improper and
prejudicial to the interests of the Club. Adequate
notice and opportunity for a fair hearing by said
Board shall be given. The Board's decision shall be
final, and the party shall be so notified by the
Secretary.
Upon request, a member may be reinstated by vote of
three-fourths of the Board members attending the
meeting.
Complaints of violations of the constitution,
bylaws, or rules of the Club should be addressed to
Members of the Board of Directors, or to Members of
the Rules Committee. |
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VI. Committees
The President shall assign the Chairs of all
committees. The President may assign other members to a committee
or the committee chairmen may, in turn, recruit other members to
serve on their committees after advising the Board of their
intention to do so. All committee chairs shall be Directors.
The Newport Country Club shall have these standing committees:
1) COURSE/GREENS,
2) CLUBHOUSE,
3) TOURNAMENT,
4) HANDICAPPING/RULES,
5) MEMBERSHIP,
6) LONG RANGE PLANNING (for course and clubhouse),
7) PERSONNEL,
8) FINANCE,
9) NOMINATING,
10) JUNIOR GOLF, including scholarships.
All committee chairs shall be prepared to give a written report at
the annual stockholder meeting.
The COURSE COMMITTEE shall make all decisions and
recommendations regarding the care and maintenance of the course.
It shall coordinate all necessary information with other
committees affected by its decisions. It shall oversee and assist
the management of personnel necessary for the proper upkeep of the
course. It shall prepare a yearly budget for Board approval.
The Board members of the Course Committee shall evaluate the
Course Superintendent on a timely basis and file such evaluation
with the Personnel Committee.
The CLUBHOUSE COMMITTEE shall oversee the operation of the
clubhouse. It shall assure the cleanliness of the premises, proper
handling of food, and strictest adherence to the liquor laws of
the State of Vermont. It shall prepare a yearly budget for Board
approval of the projected expenses of its operation. It shall
assist with the management of personnel necessary to the operation
of the clubhouse. It shall also generally monitor the receipts of
the clubhouse operation and security measures for safeguarding
such receipts.
The Board members of the Clubhouse Committee shall evaluate the
Clubhouse Manager on a timely basis and file such evaluation with
the Personnel Committee.
The TOURNAMENT COMMITTEE shall, with Board approval,
determine the format, timing, and number of players in each
tournament. Only the Tournament Committee may add a tournament or
change formats. It shall receive all requests for special
tournaments, and relay them to the Board with their recommendation
for approval. It shall accurately maintain any waiting lists and
conduct all lotteries. It shall keep adequate records of the
numbers of players and all receipts and expenses of each
tournament. It shall yearly establish a calendar of events.
The HANDICAP COMMITTEE shall be responsible for the
input/deletion/correction of all membership handicaps into the
computer by the allocated deadline, after determining the payment
or non-payment of said handicaps. It shall also review member
handicaps from time to time for any adjustments deemed proper. The
Committee shall transmit posted scores to the USGA via computer
once a week and remain in contact with said Association through
these updates. New cards are then issued every two weeks from
input submitted by this Committee.
The MEMBERSHIP/RULES COMMITTEE shall be responsible for
defining the types of membership the Club will have, with Board
approval. It shall review the rules and membership booklet when
appropriate and recommend changes for Board approval. It shall
handle complaints against members and upon investigation,
recommend to the Board a course of action in accordance with the
rules in existence.
The LONG RANGE PLANNING COMMITTEE shall devise a five (5)
year plan for the course, clubhouse and driving range, with
priorities given to items needing immediate attention. Plans and
recommendations shall be submitted to the Board for approval. This
Committee shall include a member of the Clubhouse Committee, a
member of the Course Committee, and a member of the Finance
Committee.
The PERSONNEL COMMITTEE, in conjunction with appropriate
committee chairmen, shall be responsible for recommending the
hiring and dismissal of the Club Professional, Course
Superintendent, Clubhouse Manager, or such other personnel as the
Board may hire. It shall ensure there are proper job descriptions
for all employees, reviewing them from time to time so they
reflect employees' current duties. It shall further ensure
consistent handling of employee complaints and promote good
communications overall. It shall assist employees responsible for
hiring and dismissals of personnel if so deemed necessary. Members
of this Committee MUST be Board members.
It shall be responsible for the timely evaluation of all Club
employees.
It is hereby noted that the Board of Directors of Newport Country
Club at its regular meeting on June 13, 1994, adopted a SEXUAL
HARASSMENT POLICY FOR EMPLOYEES. A copy of this policy shall
be posted in the clubhouse and shall accompany these bylaws.
The FINANCE COMMITTEE shall consist of no more than six (6)
members, including the Treasurer, and including a member from the
Clubhouse Committee and a member from the Course Committee. It
shall be responsible for reviewing the various annual budgets of
all committees, making prudent recommendations. It shall also be
responsible for reviewing the revenue and expenditures of the Club
at various intervals and notify the Board of any irregularities
needing their attention. The Finance Committee shall make its
recommendations when they differ from those of other committees.
They shall perform in-house audits when advisable. They shall
determine if an audit is necessary at the end of the fiscal year.
If so deemed, a CPA shall be engaged by the Board to prepare such
audit. The Committee shall review and preface the audit with its
comments and recommendations. When a change in the Business
Manager's office takes place, they shall audit or recommend audit
of the books and accounts and supervise the transfer of books.
Board members of the Finance Committee shall evaluate the BUSINESS
MANAGER on a timely basis.
The NOMINATING COMMITTEE shall consist of not less than
three (3) nor more than five (5) members appointed by the
President at least three months prior to the Annual Stockholder
Meeting. Using the guidelines set forth under Board membership, it
shall be responsible for personally seeking members willing to
serve as Board members and shall post a notice on the bulletin
board of this search. It shall deliver a slate of not less than
four (4) candidates to the Board at least thirty (30) days before
the Stockholder Meeting. The Board approved slate shall be
presented to the Stockholders for voting by mail with the Annual
Stockholder Meeting notice. Persons interested in serving on the
Board shall so notify the Committee at least two months prior to
the Annual Stockholder Meeting. Members of the Nominating
Committee shall be eligible for office.
The JUNIOR GOLF COMMITTEE shall consist of three (3)
members. It shall be the main thrust of this Committee to promote
the game of golf and its rules among the Club's junior members.
The Committee will yearly review the application for scholarship
for necessary changes then distribute copies to area high schools.
They shall consider all applications and make recommendations to
the Board according to the criteria stated on the application.
Scholarships will be awarded and remain in force as long as
requirements are met (requirements noted on the application form).
AD HOC COMMITTEES may be appointed by the Board or by the
President who shall report such appointment to the Board at the
next meeting. These committees shall strive to complete their
mission in the time frame assigned for their special task.
The Board shall give each Ad Hoc Committee a charge outlining its
responsibilities and a time frame for the completion of its work. |
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VII. Fiscal Year and Reports Newport
Country Club's fiscal year shall begin January 1 and end December
31.
The Board shall receive regular financial reports from the
Treasurer at such times and in such format as deemed appropriate.
The Board may receive other reports on specific projects that it
deems appropriate or necessary. |
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VIII. Amendment of Bylaws The
Stockholders may amend, rescind, or replace any or all of these
bylaws by a two-thirds vote of the Stockholders present and voting
at any meeting when duly warned, a quorum being present. Valid
proxies shall be included in such votes.
All Stockholders shall receive a copy of the proposed change(s) at
least ten (10) days prior to the date of the meeting at which the
vote will occur. |
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