Article 11 Manager
The Board may employ the services of a General Manager to manage the affairs of the Club and, to the extent not inconsistent with the laws of the State of California, the Board may delegate to such person or persons any of its powers and duties under and pursuant to the Articles and these Bylaws. The General Manager reports to the Board of Directors. The General Manager is ultimately responsible for the hiring and discharging of all other employees of the Club; provided, however, that the General Manager shall consult with the Officers before firing a Department Head.
Article 12 Books and Records
Section 12.1 Keeping Records . The Board shall cause to be maintained, in a manner consistent with generally accepted accounting principles, adequate and correct records of account and minutes of the proceedings of its Equity Members, Board and committees. The Club shall also keep a record of its Equity Members and Licensees, including their names and addresses. The minutes shall be kept in written form. Books and records shall be kept in either written form or in any other form capable of being converted into written form. Inspection of Corporate Records . To the extent required by California law, the Club ’ s records and books of account shall be open to inspection on the written demand of any Equity Member, at any reasonable time during usual business hours, for a purpose reasonably related to the Equity Member ’ s interests as an Equity Member. The inspection is subject to the rights and limitations afforded under California law including, California Corporations Code section 8330 et. seq. Section 12.2 Each Governor shall have the right at any reasonable time to inspect all books, records, and documents of the Club and the physical properties owned or controlled by the Club. The right of inspection by a Governor includes the right to make extracts and copies of documents subject to the rights and limitations afforded under California law.
Section 12.3
Annual Report . The Club shall notify Equity Members to the extent
required by California Law of their right to receive certain financial reports.
Section 12.4 Annual Statement of Certain Transactions and Indemnifications . The Club shall furnish annually to its Equity Members, within 150 days after the close of the Club ’ s Accounting Year, a statement of any transaction or Indemnification described in California Law Sections 8322(d) and (e), if such transaction or indemnification took place. Such annual statement also shall be provided with the notice described in Section 12.3. Corporate Seal . The Club shall have a Seal, circular in form, having within its circumference the words “ Seven Oaks Country Club. ” The Secretary or the Secretary ’ s designee shall have custody of the Seal and shall affix it in all appropriate cases to all Club documents or instruments. Failure to affix the Seal shall not, however, affect the validity of any document or instrument. Section 12.5
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