Section 12.6 Sale of Assets . Notwithstanding anything to the contrary in these Bylaws, but subject to any more stringent requirement of California Law applicable from time to time, the Board shall not wind-up or dissolve the Club or sell all or substantially all of its assets, unless this Section be amended, upon the vote or written consent of Equity Members representing fifty percent (50%) or more of the total voting power of the Club. Amendment of Bylaws . These Bylaws may be adopted, amended or repealed only by the Equity Members by the affirmative vote of a majority of the total votes cast in person or by written or electronic ballot at an election or meeting of such Equity Members, duly called for the purpose according to the Articles and these Bylaws, or by the Board by affirmative vote of two-thirds of the authorized number of Governors; provided, however, that Article 2, Section 3.1 of Article 3, Section 4.1 and 4.2 of Article 4, and Article 8 and Article 9, unless expressly provided otherwise, shall not be amended or repealed without the affirmative vote or written consent of three-fourths (3/4) of the total votes cast in person or by written or electronic ballot at an election or meeting of such Equity Members, duly called for the purpose according to the Articles and these Bylaws. Section 12.7 No amendment or other change to these Bylaws which limits or in any way adversely affects any rights of any Licensee granted to Castle & Cooke shall be effective without the prior written consent of the affected Licensees. Damage, Loss, or Theft . The Club shall have no liability of any nature to any Equity Members or Licensees, or their Families or guests, for damage to or loss or theft of personal property, including, without limitation, automobiles, occurring in or about the Club Facilities and/or the Club, and all Equity Members and Licensees, for themselves and on behalf of their Families and guests, shall be deemed to have waived any and all claims, past, present and future, against the Club for any such damage, loss or theft by acceptance of the membership or licensed agreement to them by the Club. Section 12.8 Section 12.9 Notices . Any notice or other· document relating to or required by the Club ’ s Articles or Bylaws or by the Club Regulations shall be in writing and may be delivered either personally, electronically or by first-class mail, or by courier (such as Federal Express), postage prepaid. Except or unless otherwise provided in these Bylaws, such document shall be deemed to have been delivered when delivered personally, or twenty-four (24) hours after deposit with a courier (such as Federal Express), or if delivery by first-class mail such documents shall be deemed to have been delivered seventy-two (72) hours after it has been deposited in the United States mail, postage prepaid, addressed to the Club or the Board at the street address of the golf clubhouse which is part of the Club Facilities, or to a Governor or Equity Member or Licensee at the last address of such Governor or Equity Member or Licensee in the records of the Secretary. Section 12.10 Consent to Waiver of Notice . Transactions at any meeting of the Equity Members or of the Board, at which a quorum is present, however called or noticed, shall be as valid us though had at a meeting duly held after regular call and notice; provided that, either before or after the meeting, each Equity Member not present in person or by written or electronic ballot at a meeting of the Equity Members, or each Governor not present at the Board meeting receives a copy of the resolutions adopted and actions passed at such meeting.
22
Made with FlippingBook Learn more on our blog