Bylaws of SOCC Inc.
Effective Date: February 26, 2023
Table of Contents
Page No.
Article 1 Definitions ............................................................................................................1 Article 2 Membership..........................................................................................................3 Section 2.1 Equity Membership .............................................................................3 Section 2.2 Junior Golf Membership and Senior Golf Membership .....................3 Section 2.3 Social Membership..............................................................................4 Section 2.4 Other Licenses.....................................................................................4 Section 2.5 Application and Selection ...................................................................4 Section 2.6 Resignation and Transfer ....................................................................5 Article 3 Voting, Meetings and Elections ...........................................................................7 Section 3.1 Voting..................................................................................................7 Section 3.2 Meeting and Quorum ..........................................................................7 Section 3.3 Record Date for Member Notice, Voting, and Giving Consents ........9 Section 3.4 Action Without Meeting .....................................................................9 Article 4 Board of Governors............................................................................................10 Section 4.1 Corporate Powers ..............................................................................10 Section 4.2 Qualification and Election.................................................................10 Section 4.3 Meetings ............................................................................................12 Section 4.4 Club Regulations ...............................................................................13 Section 4.5 Powers ...............................................................................................13 Article 5 Officers ...............................................................................................................13 Section 5.1 Officers ..............................................................................................13 Section 5.2 Appointment......................................................................................13 Section 5.3 Subordinate Officers .........................................................................13 Section 5.4 Removal and Resignation .................................................................14 Section 5.5 Vacancies ..........................................................................................14 Section 5.6 Duties of Officers ..............................................................................14 Article 6 Committees ........................................................................................................15 Section 6.1 Committees .......................................................................................15 Article 7 Fees, Dues and Budget .......................................................................................15 Section 7.1 Operating Fund .................................................................................15 Section 7.2 Club Dues..........................................................................................15 Section 7.3 Charges ..............................................................................................16 Section 7.4 Reimbursement and Enforcement .....................................................16 Article 8 Discipline ...........................................................................................................16 Section 8.1 Disciplinary Action ...........................................................................16
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Section 8.2
Suspension for Delinquency .............................................................17
Section 8.3
Hearings ............................................................................................17
Section 8.4
Action by Board ................................................................................17
Section 8.5
Expulsion ..........................................................................................17
Section 8.6 Records and Hearings Confidential ..................................................17 Article 9 Construction, Alteration, and Maintenance; Agreements ..................................18 Section 9.1 Construction, Alteration, and Maintenance ......................................18 Section 9.2 Agreements .......................................................................................18 Article 10 Indemnification of Directors, Officers, Employees and Other Agents ............19 Section 10.1 Definitions .........................................................................................19 Section 10.2 Actions Brought by Persons Other than the Club .............................19 Section 10.3 Indemnification .................................................................................19 Section 10.4 Determination of Agents Good Faith Conduct .................................20 Section 10.5 Advance of Expenses ........................................................................20 Section 10.6 Limitations ........................................................................................20 Section 10.7 Contractual Rights of Non-Governors and Non-Officers .................20 Section 10.8 Insurance ...........................................................................................20 Article 11 Manager............................................................................................................21 Article 12 Books and Records...........................................................................................21 Section 12.1 Keeping Records ...............................................................................21 Section 12.2 Inspection of Corporate Records.......................................................21 Section 12.3 Annual Report ...................................................................................21 Section 12.4 Annual Statement of Certain Transactions and Indemnifications.....21 Section 12.5 Corporate Seal ...................................................................................21 Section 12.6 Sale of Assets ....................................................................................22 Section 12.7 Amendment of Bylaws......................................................................22 Section 12.8 Damage, Loss, or Theft .....................................................................22 Section 12.9 Notices...............................................................................................22 Section 12.10 Consent to Waiver of Notice.............................................................22 Article 13 Dissolution or Other Sale of Assets .................................................................23 Section 13.1 Dissolution ........................................................................................23 Section 13.2 Sale ....................................................................................................23 Article 14 Miscellaneous ...................................................................................................23 Section 14.1 Interpretation .....................................................................................23 Section 14.2 Gender ...............................................................................................23 Section 14.3 Errata .................................................................................................23
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Article 1 Definitions
“ Accounting Year ” shall mean the year adopted by the Seven Oaks Country Club as its accounting year for financial purposes.
“ Articles ” shall mean the Articles of Incorporation of SOCC, Inc, a California Nonprofit Mutual Benefit Corporation.
“ Board of Governors ” or “ Board ” shall mean the governing board of Seven Oaks Country Club.
“ Bylaws ” shall mean the Bylaws of Seven Oaks Country Club as amended from time to time.
“ California Law ” shall mean California’s Nonprofit Mutual Benefit Corporation Law, and such other California Laws as context requires.
“ Capital Improvement ” shall mean a new asset or facility that is not merely the result of the repair, maintenance, or replacement of an existing asset or facility that has reached the end of its useful life.
“ Capital Reserve Fund ” shall mean a fund that may be established and funded by the Club to fund capital improvement projects.
“ Club ” shall mean SOCC, Inc., also known as Seven Oaks Country Club, as operated in accordance with the Articles and these Bylaws.
“ Club Facilities ” shall mean the land, golf course, golf clubhouse, tennis courts and related facilities of the Club. “ Club Facilities ” does not include any residential lot owned by others, or improvements or personal property located thereon, or real or personal property designated as “ Common Areas ” in the Declaration.
“ Club Regulations ” shall mean the regulations referred to in Section 4.4 hereof.
“ Declaration ” shall mean the Declarations of Covenants, Conditions and Restrictions recorded against Seven Oaks and Seven Oaks West of Buena Vista, both recorded in the Official Records of Kern County, California. “ Equity Membership(s) ” shall mean the proprietary, assessable, voting membership(s) issued by the Club. Each Equity Member has voting rights. Equity Memberships shall specifically include Corporate Memberships if they are issued by the Club from time to time. “ Family ” shall mean the spouse or registered domestic partner living with the Equity Member or Licensee, and the children (by blood, marriage, or legal adoption) under the age of twenty-six (26) (not eligible after the 26 th birthday) of an Equity Member or a Licensee, who lives in the same household as the Member or Licensee and is registered with the Club. The nature and scope of Family privileges shall be determined by the Club from time to time consistent with
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applicable laws. Any unmarried Member may also apply to name as their “spouse” for use privileges only another unmarried adult permanently residing in the Member’s household as a family unit and approved by the Board pursuant to the Club’s Significant Other Policy adopted from time to time.
“ Governor ” shall mean a member of the Club ’ s Board.
“ Junior Golf Members ” shall mean individuals under the age of thirty-eight (38) that have been granted Junior Golf Memberships. Junior Golf Members are Licensees. Such Licensees must be converted to an Equity Membership by the time the Member or his spouse or significant other reaches the age of thirty-eight (38) or it will automatically terminate. Junior Golf Memberships are non-voting, nonrefundable, and recallable by the Club on thirty (30) days ’ notice. Junior Golf Members may not serve on the Board or Committees and will otherwise have privileges established by the Board from time to time.
“ Licenses ” shall mean the non -proprietary, non-assessable and non-voting memberships issued to Licensees.
“ Licensees ” shall mean the Social Members and other Licensees described in Sections 2.3 and 2.4, hereof and Junior Golf Members defined above. Licensees are not Equity Members and are not “members” as defined in the California Law.
“ Manager ” shall mean the person or persons named as such pursuant to Article 11.
“ Member ” or “ Equity Member ” shall mean an owner of an Equity Membership. Notwithstanding any reference herein to “ Member ” the only “members” of this corporation as that term is defined in Section 5056 of the California Law and used in the Nonprofit Corporation Law of California shall be the Equity Members and not the Licensees.
“ Membership Committee ” shall mean the committee of the Club described in Section 2.5 hereof.
“ Nominations Committee ” shall mean the committee of the Club described in Section 4.2.3 hereof.
“ Operating Fund ” shall mean the fund described in Section 7.1 hereof.
“ Senior Golf Member ” shall mean an individual who was an Equity Member and became a Senior Golf Member as provided herein.
“ Seven Oaks Community ” shall mean the residential community adjoining the Club.
“ Seven Oaks Homeowners Association ” or the “ Association ” shall mean the nonprofit mutual benefit corporations, composed of owners in residential properties at the Seven Oaks Community.
“ Social Membership(s) ” shall mean the non-proprietary, non-voting and non-transferable license(s) described in Section 2.3 hereof.
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Article 2 Membership
Section 2.1 Equity Membership . Members of the Club shall include only those persons who hold Equity Memberships in the Club. The Club has the right to sell up to 785 active Equity Memberships. Section 2.1.1 Rights and Privileges . Subject to these Bylaws, each Equity Member shall enjoy full use of the Club Facilities in accordance with the Club Regulations. All of the voting power of the Club shall be held and exercised by the Equity Members. Section 2.1.2 Charter Members . The initial group of Equity Members are designated as “ Charter Members . ” Charter Members will have the same rights, privileges, responsibilities, and obligations as Equity Members. shall mean the proprietary, assessable and voting membership(s) owned by a legal entity and issued an Equity membership(s). Each Corporate Membership may have one (1) individual designated to have the rights of an “ Equity Member ” on the entity’s behalf (the “ Named Member ”) and up to two (2) individuals designated as “ Golf Members ” and up to two (2) individuals designated as “ Social Members .” The Named Member will exercise all the Corporate Member’s voting rights. Corporate Memberships will be recorded as non-Member income. Section 2.1.3 “ Corporate Membership(s) ” Section 2.1.4 Suspension and Termination . Memberships may be suspended or terminated, and an Equity Member may resign, in accordance with applicable provisions of Section 2.6 and Article 8 hereof.
Section 2.2
Junior Golf Membership and Senior Golf Membership .
Section 2.2.1 Junior Golf Membership . The Club may from time to time authorize the issuance of Junior Golf Memberships to individuals under the age of thirty-eight (38). Junior Golf Memberships are Licenses that must be converted to an Equity Membership by the time the Member or his or her spouse or registered domestic partner first reaches the age of thirty-eight (38) or it will automatically terminate. Junior Golf Memberships are non-voting, nonrefundable, and recallable by the Club on thirty (30) days ’ notice. Junior Golf Members may not serve on the Board or Committees and will otherwise have the privileges established by the Board from time to time. Section 2.2.2 Senior Golf Membership . The Board may in its discretion offer a Senior Golf Membership to an individual who is seventy years of age or older and has been an Equity Member for more than ten years and has been approved for Senior Golf Membership by the Board in its sole discretion. Upon approval for Senior Golf Membership, the Equity Member must relinquish all refund rights and Equity Member rights, if any, and sign the Club’s then -current Senior Golf Member documents. Senior Golf Members are Licensees who have weekday golf privileges and otherwise have privileges established and limited by the Board from time to time. Senior Golf Members may not serve on the Board or Committees.
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Section 2.3 Social Membership . The Board shall have the power to issue Licenses to Licensees designated as “ Social Members . ” Social Members will have rights to use the Club Facilities, excluding the golf course and golf locker rooms. The Club has the right to sell up to four hundred (400) active Social Memberships. Social Memberships may be suspended or terminated, and Social Members may resign, in accordance with the applicable provisions of Section 2.6 hereof. Other Licenses . The Board shall have the power to issue other classes of memberships and Licenses upon such terms and conditions as are established by the Board; provided, however, that any new classes of memberships or Licenses with use rights similar to those afforded to Equity Members (i.e., full golf course privileges) shall be subject to the overall limitation on the number of Equity Memberships set forth in Section 2.1 above. Licenses may be suspended or terminated, and a Licensee may resign, in accordance with applicable provisions of Section 2.6 and Article 8 hereof. Section 2.4 Section 2.5 Application and Selection . Application and selection for memberships or a License in the Club shall be in accordance with procedures established by the Board from time to time and administered by the Membership Committee. The Membership Committee shall be appointed by the Board and shall be composed of at least five (5) Equity Members or their spouses. The Committee Chair shall be nominated by the President and ratified by the Board. The Membership Committee shall assist the Board with the review of applicants for membership and election functions as determined by the Board from time to time. Section 2.5.1 Application . Every applicant shall submit an application on a form provided by the Board which shall be reviewed by the Membership Committee only if complete. The application shall be deemed complete when all required information has been delivered to the Secretary. All applicant names must be posted in a prominent place on the Club premises and/or on the Club website for review by the Equity Members for a period of not less than thirty (30) days. Section 2.5.2 Selection . The Membership Committee shall meet at regular intervals to review each membership application and interview applicants. The Membership Committee shall determine that each approved applicant has established and enjoys a reputation in the applicant ’ s business and social communities for honesty and personal integrity. In no event shall membership and license criteria include considerations of sex, race, creed, color, national origin and sexual orientation or any other form of illegal discrimination. Membership and license criteria shall be applied uniformly to all applicants for the same type of membership or license. After appropriate investigation and consultation as it may deem necessary, the Membership Committee shall vote whether or not to recommend the applicant to the Board for consideration. Section 2.5.3 Election and Notification . The Board will determine whether and when any given applicant shall be invited to membership and shall extend invitations to those applicants it approves. Section 2.5.4 Membership Fee . Each membership or License fee shall be in such amount and payable in such manner as the Board may determine from time to time; provided that at any one time (i) the membership fee and terms of payment of the membership fee shall be
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uniform for all prospective Members of a given class of membership; and (ii) the License fee and terms of payment of the License fee shall be uniform for all prospective Licensees of a given class of License.
Section 2.6
Resignation and Transfer . Resignation and transfer of memberships and
Licenses shall be as follows:
Section 2.6.1 Transfer of Membership or License . A membership or License
shall not be transferred, except in accordance with the terms of this Section 2.6.
Section 2.6.2 Resignation . Any Member or Licensee may resign by filing a written resignation with the Club in a form provided by the Club, to be effective at the end of the first full calendar month following the date it is filed or on such later date as may be specified therein, but such resignation shall not relieve a resigning Member or Licensee of their obligation to pay fees and charges accrued or incurred prior to the termination and resale, including monthly dues, as further provided in Section 2.6.6 hereof. A Member or Licensee may not withdraw or revoke a resignation except as expressly allowed by the Board. A former Member or Licensee who has resigned shall not be reinstated except as a new applicant in accordance with Section 2.5 hereof. A Member or Licensee may waive their right to the Refund Amount and stop paying dues immediately upon the effective date of resignation as set forth in Section 2.6.6. Section 2.6.3 Transfer to Adult Child . An Equity Member may transfer his membership through the Club to his or her adult child. The transfer will be subject to the Board ’ s approval and to such capital contribution or Transfer Fee determined by the Club from time to time. The membership transfer to an Equity Member ’ s adult child will not be subject to any waiting lists. A membership may be transferred only twice pursuant to this Section 2.6.3. Section 2.6.4 Dissolution of Marriage, Legal Separation or Termination of Domestic Partnership . In the event an order is issued for dissolution of marriage, legal separation, or termination of domestic partnership of Equity Members or Licensees, such membership shall automatically convert, provided the Members are in good standing, to a membership to be owned by one of the former couple Members as determined by the terms of a court-ordered stipulation, judgment, marital settlement agreement or other court order (the “ Order ” ). Upon the separation of the parties or the filing of a Petition to terminate the parties ’ marital or partnership status, the couple Members shall immediately notify the Club as to which couple Member shall be the individual Member. If the couple Members do not so notify the membership director as to which couple Member shall be the individual Member, the membership shall be suspended immediately until the Board of Directors, through the membership director, receives a copy of an Order. All dues and charges must continue to be paid during the suspension and, if not so paid, the membership shall be subject to termination. The former couple Member who did not become the owner of the individual membership may apply for membership in accordance with Section 2.5. Section 2.6.5 Termination by Death . Upon the death of an Equity Member or Licensee, the surviving spouse of the deceased Equity Member or Licensee shall have the right, at such spouse ’ s option, to acquire the decedent ’ s Equity Membership or License without the payment of any additional membership contribution. The surviving spouse shall be required to apply for an Equity Membership or License and continue to pay the monthly dues. A surviving
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spouse seeking to acquire the decedent ’ s Equity Membership or License shall be required to notify the Club in writing of his or her desire to acquire the decedent ’ s Equity Membership or License in the Club and make formal application for membership to the Club by no later than one hundred eighty (180) days after the date of the decedent ’ s death, and must pay all dues, fees, assessments and charges for the intervening period between the date of the decedent ’ s death and the date of reissuance of the Equity Membership or License. If the surviving spouse does not elect to acquire the decedent ’ s Equity Membership or License, or if an Equity Member or Licensee dies without a surviving spouse, then the decedent ’ s Equity Membership or License shall be deemed resigned in accordance the provisions of Section 2.6.2 herein upon the expiration of the 180-day period or receipt of written resignation of the estate, whichever is earlier. The decedent ’ s estate shall be responsible for all dues until the time of any resignation.
Section 2.6.6 Repayment of Membership Fees . The following provisions shall apply with respect to refund of membership and License fees and the imposition of transfer fees:
(a) Equity Members . In cases of termination of an Equity Member ’ s membership for any reason, and provided the terminated Equity Member has paid the terminated Equity Member ’ s dues, charges and other monetary obligations as required hereunder, when the new Equity Member pays the membership fee then applicable, the Secretary shall transmit to the terminated Equity Member the amount the Club receives upon resale of such Equity Member ’ s membership, less a transfer fee in an amount established by the Club from time to time and any other fees and charges owing by such Equity Member (the “ Refund Amount ” ). The amount of the transfer fee will not exceed thirty percent (30%) of the resale price of the Equity Membership at the time of resale. The Secretary shall obtain written receipt for any refund. The receipt shall be retained by the Secretary as evidence that such terminated Equity Member or such representative no longer shall have any claim as or on behalf of an Equity Member of the Club. Any balance of the membership fee of the new Equity Member not so paid out shall be retained by the Club and paid into its Operating Fund. Preference for reissuance of memberships shall be on the basis of earliest termination date. Terminated memberships shall be offered for resale by the Club in the order in which they appear on the resale waiting list on a one-for- four (1 for 4) alternating basis with newly issued Equity Memberships being offered by the Club (i.e., one (1) resale Equity Membership for every four (4) newly sold Equity Memberships). (b) (c) Pursuant to the Club ’ s Regulations, Members may resign at any time upon providing the Club with one full month’s prior written notice, and payment of applicable dues until the time of resale of the terminated Equity Member ’ s membership or up to one (1) year from the effective date of termination, whichever occurs sooner. The terminated Equity Member or his or her representative shall not be obligated to pay dues for more than one (1) year after termination. Alternatively, the resigned Equity Member may resign and pay their financial obligations through the effective date of resignation only, in which case that Member waives all rights to any refund and shall have no further rights as a Member. Section 2.6.7 Suspension . Privileges of a Member or Licensee, including use privileges extended to the Family or guest of any Member or Licensee, may be suspended, and if suspended may at a later date be reinstated by the Board in accordance with these Bylaws, the
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Club Regulations and for such reasons as may be set forth from time to time in the Club Regulations as provided in Article 8.
Section 2.6.8 Right to Repurchase . Equity Members, Social Members and other Licensees must understand that membership in a private country club with a limited membership, like the Club, involves to a large extent interpersonal relationships between and among the Members and Licensees, and between the Members, the Licensees and the management of the Club, and that the success and integrity of the Club as a whole is ultimately determined by the ability of all the Members and Licensees to maintain an atmosphere of goodwill and fellowship within the Club. In recognition of the foregoing unique factors involved in establishing and maintaining a successful private country club, the Club shall have the right to repurchase any membership or License as provided below. If the Club determines, in its sole and absolute discretion, that the integrity and/or positive atmosphere of the Club will be diminished or jeopardized by the continued membership of a Member or Licensee, or in the event any Member or Licensee or his or her Family or any guest make(s) any adverse claim, files a lawsuit, or undertakes any other action that in the opinion of the Club is adverse to the Club, or in the event the Club determines, in its sole discretion, that it is necessary or desirable in the best interests of the Club to terminate a membership or License for any reason, the Club shall have the right to repurchase the membership or License of a Member or Licensee, as the case may be, for a purchase price equal to the purchase price originally paid for such membership or License minus any sums owed by such Member or Licensee (the “ Repurchase Price ” ). Upon payment of the Repurchase Price, the membership or License shall automatically terminate and such payment shall constitute and be a full release of any and all liabilities, claims, demands, actions or causes of action arising out of or related to the payment by the Member or Licensee of the membership or license fee or such termination of membership or with respect to any matter relating to the Club or the Club Facilities.
Article 3 Voting, Meetings and Elections
Section 3.1 Voting . Voting rights in the Club shall be held by Equity Members only as follows: At any meeting of the Equity Members, or at any election, each Equity Member then in good standing shall be entitled to cast one (1) vote. Each Corporate Member is entitled to cast one (1) vote.
Section 3.2
Meeting and Quorum .
Section 3.2.1 Annual Meeting . An Annual Meeting of the Equity Members will be held on a date in February or March of each year, at a location in Kern County and at a time designated by the Board. Notice of said Annual Meeting, including the date, location and time, shall be provided in accordance with California Law. At the Annual meeting, the Equity Members shall vote and elect Governors in accordance with these Bylaws. No alcohol will be served or consumed at the Annual meeting. Section 3.2.2 Special Meetings . Special Meetings of the Equity Members may be called at any time by the President, by the Board or by Equity Members representing five percent (5%) or more of the total voting power of all Equity Members, to consider matters that, by the
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terms of the Club ’ s Articles or Bylaws, require the approval of all or some of the Equity Members, or for any other proper purpose. Special Meetings shall be held at such place as is fixed for the Annual Meetings pursuant to this Section 3.2. Except where other express provision is made by statute, notice of such Special Meetings shall be given in the same manner as for Annual Meetings. The notice shall specify the date, time and place of the meetings and the matters that will be considered, and no other business may be considered. Upon request in writing to the President or Secretary by any person entitled to call a Special Meeting, the Secretary shall cause notice to be given to the Equity Members entitled to vote that a meeting shall be held at a time fixed by the Board not less than thirty-five (35) nor more than ninety (90) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person requesting the meeting may give the notice. Nothing contained in this Section 3.2 shall be construed as limiting, fixing, or affecting the time when a meeting of Equity Members can be held when the meeting is called by an action of the Board. Section 3.2.3 Quorum . The presence at any meeting, in person or by ballot, of Equity Members having a majority of the total vote in the Club shall constitute a quorum. Suspended Equity Members shall not be counted in determining such total vote. If any meeting cannot be held because a quorum is not present, the Equity Members present may adjourn the meeting to a time not less than forty-eight (48) hours nor more than thirty (30) days from the time the original meeting was called. At the resumption of the adjourned meeting, the presence of Equity Members having one-quarter of the total vote in the Club shall constitute a quorum; provided, however, that, if the adjourned meeting is attended in person by Equity Members having less than one-third of the total vote in the Club, the only matters that may be voted upon at such adjourned meeting are matters included in the original notice of meeting. The Equity Members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough Equity Members to leave less than a quorum, if such action taken, other than adjournment, is approved by at least a majority of the Equity Members required to constitute a quorum. Section 3.2.4 Majority . Unless otherwise expressly provided herein or prohibited by law, any action may be taken at any meeting of the Equity Members at which a quorum is present upon the affirmative vote of a majority of the total vote present. Section 3.2.5 Results . After tabulation of ballots, the Board shall notify all Equity Members, by mail, electronic communication, website or by posting of notices at the clubhouse of the Club, or both, of the outcome of the vote. If insufficient votes were cast to constitute a quorum, the Board shall so certify, and the election shall be of no effect. Section 3.2.6 Notice of Certain Agenda Items . If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s) removing a Governor without cause; filling Vacancies on the Board; amending the Articles or Bylaws; approving a contact or transaction in which a Governor has a material or financial interest; or adoption of a plan of distribution of assets.
Section 3.2.7 Manner of Giving Notice . Notice of any meeting of the Equity Members shall be given personally, by first-class mail, electronically, or other written
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communication, addressed to each Equity Member at the address given by the Equity Member to the Club for the purpose of notice. By reason of an individual’s status as an Equity Member, the member consents to electronic communication from the Club, including notice of meetings. Unless otherwise required by the California Law or these Bylaws, such notice shall be given not less than ten (10) days nor more than ninety (90) days prior to the fixed date for such meeting. If no address appears on the Club ’ s books and no other address has been given, and the Equity Member does not reside in any residence of the Seven Oaks Community, notice shall be deemed to have been given if notice is sent to that Equity Member by first-class mail or other written communication to the Club ’ s principal executive office. Adjourned Meetings and Notices Thereof . Any meeting of the Equity Members, Annual or Special, whether or not a quorum is present, may be adjourned from time to time by the affirmative vote of a majority of the votes entitled to be cast and represented at such meeting in person or by proxy but, in the absence of a quorum, no other business may be transacted at any such meeting unless these Bylaws otherwise provide. Section 3.2.8 If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Equity Members in the manner prescribed for regular meetings. No meeting may be adjourned for more than forty-five (45) days. Except as a foresaid and subject to Section 3.2.3 above, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting, other than by an announcement at the meeting at which such adjournment is taken.
Section 3.3
Record Date for Member Notice, Voting, and Giving Consents .
Section 3.3.1 Record Date . For the purpose of determining which Equity Members are entitled to receive notice of any meeting, to vote, or to give consent to corporate action without a meeting, the Board may fix in advance a “ record date ” which shall not be more than sixty (60) nor fewer than ten (10) days before the date of any such meeting, nor more than sixty (60) days before any such action without a meeting. Only Equity Members of record at the close of business on the record date so fixed are entitled to notice, to vote, or to give consents, as the case may be, notwithstanding any transfer of any membership on the books of the Club after the record date, except as otherwise provided in the Articles, by agreement, or in the California Law. Section 3.3.2 Failure of Board to Determine Date . Unless fixed by the Board, the record date shall be the business day preceding the day on which notice is given or, if notice is waived, the business day preceding the day on which the meeting is held, unless fixed by the Board. The record date for determining those Equity Members entitled to vote by ballot on corporate action without a meeting when no prior action by the Board has been taken shall be the day on which the first written consent is given. When prior action of the Board has been taken, it shall be the day on which the Board adopts the resolution relating to that action. Section 3.4 Action Without Meeting . Any action that under California Law may be taken at a meeting of the Equity Members, may be taken without a meeting of the Equity Members and without prior notice if (a) the written ballot of every Equity Member is solicited, (b) the
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required number of signed approvals in writing, setting forth, the action so taken, is received, (c) the number of ballots cast within the time period specified equals or exceeds the quorum to be present at a meeting authorizing the action, and (d) the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting assuming the number of ballots cast equals the total number of votes which would have been cast in a meeting. Ballots shall be solicited in a manner consistent with the requirements of subdivision (b) of Section 7511 and Section 7514 of the California Law, or such other sections which may be in effect from time to time. All such solicitations shall indicate the number of responses needed to meet the quorum requirement and, with respect to ballots other than for election of Governors, shall state the percentage of approvals necessary to pass the measure submitted. The solicitation must specify the time by which the ballot must be received in order to be counted. Except as provided by the Board or the notice of the action by written ballot, any Equity Member casting a ballot may revoke the ballot, or substitute another, by a written notice received by the Club prior to the time specified in the solicitation pursuant to the preceding paragraph, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary. After tabulation of the ballots, the Board shall notify all Equity Members of the outcome of the election. If insufficient votes were cast to constitute a quorum, the Board shall so certify, and the election shall be of no effect.
Article 4 Board of Governors
Section 4.1 Corporate Powers . The corporate powers of the Club shall be vested in, exercised by and under the authority of, and the affairs of the Club shall be controlled by, a Board of Governors, who shall have the exclusive right and responsibility to perform the duties and obligations and to exercise the powers and authority of the Club as set forth in the Articles and these Bylaws. The Board may delegate the management of the activities of the Club to any person or persons, executive company, or committee however composed, provided that the activities and affairs of the Club shall be managed, and all corporate powers shall be exercised under the ultimate direction of the Board.
Section 4.2
Qualification and Election .
Section 4.2.1 Number of Governors . The exact number of Governors shall be fixed from time to time by approval of the Board; provided that at any time there shall be at least nine Governors. Section 4.2.2 Qualifications . Equity Members interested in serving as a Governor must be an Equity Member and have served on a standing committee for at least (1) full year and must be a Member in good standing . “ Good standing ” for this purpose only means the Member must be current in their financial obligations to the Club and have no written infractions noted in their membership file within the last two years from the date of submission of their candidacy. Section 4.2.3 Nominations Committee . Not more than one hundred fifty (150) days and not less than ninety (90) days before each Annual Meeting, the Board shall appoint a Nominations Committee consisting of the immediate past President acting as Chairperson, one
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other current Governor, and three (3) Equity Members nominated by the committee Chairperson and approved by the Board. Members of the Nominations Committee will serve for a term of one year or until their successors are appointed and qualified. Unless specifically requested by the Board, the Nominations Committee will not nominate candidates to fill any vacancies occurring by reason of death, resignation or otherwise.
Section 4.2.4 Nomination Procedures . The following provisions are the only means by which nominations for candidates to stand for election to the Board may be made.
(a) Individuals qualified to be Governors as prescribed in Section 4.2.2 who are interested in serving as a Governor must obtain an application from the Club ’ s business office and complete and return that application to the Club ’ s business office no later than the last Club business day of November of each calendar year. The Nominations Committee and the Board shall be notified of the applicants for Governor by the first business day of December of each calendar year. The Nominations Committee may choose to conduct formal interviews of all such candidates during the month of December of each calendar year if the number of candidates exceeds the number of open positions by no more than two. (b) (c) The Nominations Committee, by majority vote, will recommend the names of candidates for election to the Board and submit the names to the Board for ratification and to submit to Equity Members for voting at the Annual Meeting. The Nominations Committee shall submit the names to the Board by the third Friday of December, or December 21 st , which ever is earlier. The number of candidates presented by the Nominations Committee for· election may exceed the number of open positions by no more than two (2). Ten percent (10%) or more of the total number of Equity Members entitled to vote who are not on the Nominations Committee or the Board may also nominate candidates for the Board for the following year, by petition signed by them and filed with the Secretary no later than the last business day of December of the present year. The names of any such nominees, after having been certified by the Secretary that they are qualified for election and have been nominated in accordance with the provisions of these Bylaws, shall be posted in accordance with these Bylaws. (d) (e) A final submission of all candidates approved by the Board and/or submitted by Member petition shall be published in the Club ’ s monthly publications and/or on the Club website more than 30 days prior to the Equity Members ’ Annual Meeting, Section 4.2.5 Election of Governors . At the Annual Meeting, the Equity Members shall elect members to the Board from the candidates presented. Those candidates receiving the highest number of votes up to the number of Governors to be elected shall be deemed elected. The Equity Members shall elect that number of new Governors. Section 4.2.6 Term . Governors shall serve for a term of three (3) years or until their death, resignation, or removal. No Governor shall be elected to more than one (1) consecutive term. An Equity Member who completes their term as a Governor shall then be required to go off
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the Board for a period of not less than one full calendar year before being eligible for re-election to the Board.
Section 4.2.7 Resignation . Any Governor may resign at any time by giving written notice to the President, the Secretary, or the Board. Such resignation shall be effective upon the giving of such notice, unless the notice specifies a later time for the effectiveness of such resignation. If the Board accepts the resignation of a Governor tendered to take effect at a future time, the Board shall have the power to elect a successor to take office when the resignation becomes effective. A Governor shall be deemed to have resigned, effective immediately, upon the termination, for whatever reason, of his or her membership in the Club or discipline that would render that Governor not qualified as a candidate for election to the Board. Section 4.2.8 Vacancies . A vacancy or vacancies shall be deemed to exist in case of the death, resignation, or removal of any Governor. Vacancies on the Board may be filled by a vote of a majority of the remaining Governors. Each Governor so elected to fill a vacancy shall hold office for the balance of the term of the Governor so replaced. Governors elected for the balance of the term may re- apply at the end of the term to run for a full term per Section 4.2.6 of these Bylaws. If any Governor is absent from three (3) or more regular Board meetings in a fiscal year, the Board may declare the office of said absent Governor to be vacant.
Section 4.3
Meetings .
Section 4.3.1 Place of Meeting . All meetings of the Governors shall be held at the golf clubhouse of the Club, if reasonably possible, and otherwise at a place as close thereto as reasonably possible, as designated at any time by resolution of the Board or by written consent of a majority of Governors. Section 4.3.2 Regular Meetings . At each annual meeting, the Board shall adopt a schedule of its others regular meetings to be held during the forthcoming year. No notice shall be required for regular meetings as scheduled. At no time will alcohol be served at a regular meeting. Section 4.3.3 Special Meetings . Special meetings of the Board may be called at any time by the President or by one-third (1/3) of the Governors in office. Special Meetings shall be held on four (4) day s’ notice by first-class mail, postage prepaid, or on forty-eight (48) hours ’ notice delivered personally or by telephone or electronically. Notice of the special meeting need not be given to any Governor who signs a waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after said meeting, or who attends the meeting prior thereto or at its commencement without protesting the lack of such notice. All such waivers, consents and approvals shall be filed with the Club records or· made a part of the minutes of the meeting. Section 4.3.4 Quorum . A majority of the authorized number of Governors shall constitute a quorum of the Board. If quorum is present, in person or by telephone or other electronic audio or video communication method as permitted by the President and California Law, the decision of a majority of those present shall be the act of the Board unless an express statutory or other requirement applies to the matter under consideration.
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Section 4.3.5 Action Without a Meeting . Any action required or permitted to be taken by the Board may be taken without a meeting, if all Governors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as the unanimous vote of the Governors. Club Regulations . The Board from time to time and in its sole discretion may adopt, amend, and repeal, in such manner as the Board may determine, Club Regulations for the interpretation and implementation of the provisions of the Club ’ s Articles and Bylaws. The Club Regulations shall set forth standards and procedures for the administration, operation, maintenance and use of the Club Facilities, and such other matters as the Board may determine to be necessary and desirable, subject to any limitations in these Bylaws. A copy of the Club Regulations, as adopted, amended, and appealed from time to time, shall be mailed, electronically mailed, posted on the website or in the golf clubhouse of the Club, or otherwise made available to each Equity Member, and may not be recorded. Section 4.4 Section 4.5 Powers . Without in any way limiting the powers granted to the Board by law, or by the Articles or elsewhere in these Bylaws, the Board shall have the power (a) to make and enforce Club Regulations, (b) to amend the Bylaws as set forth in Section 12.7, (c) to construe and interpret, and fix, enforce and remit penalties for any violation of, the Bylaws and Club Regulations, (d) to fix fees, dues and charges, (e) to appoint, remove and replace the Club Manager or Managers, and (f) generally to do all things necessary and desirable consistent with the California Law and with the Club ’ s Articles and Bylaws, for the management and control of the Club’s property and affairs.
Article 5 Officers
Section 5.1 Officers . The Officers of the Club shall be: a President, a Vice-President (President Elect), a Secretary and a Chief Financial Officer. The Club, at the discretion of the Board, also may have one (1) or more Assistant Secretaries and one (1) or more Assistant Financial Officers and such other Officers as may be appointed in accordance with the provisions of Section 5.3. The Chief Financial Officer shall not be a Governor. Each Officer must be an Equity Member of the Club and in good standing at the time of his election. One person may hold two (2) or more offices, except that the offices of President and Secretary shall not be held by the same person. Appointment . The Officers of the Club, except such Officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.5, shall be chosen annually by the Board, and each shall hold office until resignation, removal, or disqualification to serve, or until a successor is elected and qualified. Section 5.2 Section 5.3 Subordinate Officers . The Board may appoint, or may empower the President to appoint, such other Officers as the Club affairs may require (including the Assistant Secretaries and Assistant Financial Officers mentioned in Section 5.1 above), each of whom shall hold office for such period, have such authority and perform such duties as provided in the Bylaws or as the Board may determine from time to time.
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