GREEN TREE COUNTRY CLUB
A Texas Non-Profit Corporation
(Revised June 2015)
PURPOSE AND OBJECTIVES
1.1 SOCIAL CLUB: The corporation is organized and shall be operated as a social club within the meaning of Section 501 (c) (7) of the Internal Revenue Code of 1954, as amended, and regulations thereunder. The purposes for which the corporation is organized are: to organize, provide, operate and maintain a social club for pleasure, recreation and other similar nonprofitable purposes: to organize and provide social and recreational activities and facilities, all with a view toward the development and promotion of fellowship, personal contact and commingling of club members; to educate its members through promoting and encouraging various social events and outdoor sports of all kinds; to preserve and develop the common objectives among club members of pleasure, recreation or similar nonprofitable purpose; to organize, equip, and operate a country club for the pleasure and recreation of its members, and in connection therewith to maintain a clubhouse, golf course, tennis courts, swimming pool, and any other means of recreation directed toward promoting the social interests, pleasure and recreation of the members thereof.
1.2 NON-PROFIT: The corporation is not organized for business purposes nor pecuniary profit and no part of the net earnings thereof shall inure to the benefit of any private member, but shall inure exclusively to the benefit of the corporation for the accomplishment of the purposes and objectives set forth herein.
2.1 ELIGIBILITY: Subject to the provisions of these Bylaws, any natural person eighteen (18) years of age or older shall be eligible for membership in this corporation.
2.2 APPLICATION FOR MEMBERSHIP: Any person desiring to become a Member of the corporation shall execute and file with the Secretary of the corporation an Application for Membership which shall be in form and substance acceptable to the Board of Directors of the corporation.
2.3 ADMISSION OF MEMBERS: All Applications for Membership shall be referred by the Secretary of the corporation to the Membership Committee, which Committee shall be appointed by and serve at the pleasure of the Board of Directors in accordance with Article VII hereof. The Membership Committee shall consist of at least three (3) Members, one of which shall be a Director of the corporation. The Membership Committee shall accept and review all Applications for Membership and submit, through the President of the corporation, to the Board of Directors the names of membership applicants and the Membership Committee’s recommendations. Each applicant receiving a favorable vote of a majority of the Board of Directors shall be admitted to membership.
The Membership Committee shall keep or cause to be kept a true and accurate record of all Applications for Membership, and the dates on which such applications were received by the Secretary of the corporation.
Applicants for Membership in the corporation shall not be refused admission on the basis of race, national origin, age, gender, disability, or religious affiliation.
2.4 NUMBER AND CLASSES OF MEMBERS: The membership of this corporation shall be identified as either a (i) Resident Membership, a (ii) Company sponsored Membership, or (iii) such other classes of Members as may be established from time to time by the Board of Directors. The aggregate number of Members shall be established by the Board of Directors.
2.5 RIGHTS AND OBLIGATIONS OF MEMBERSHIP CLASSES: Each class of Members of this corporation shall have the rights and obligations as set forth herein.
a) RESIDENT MEMBERSHIP: Resident Members shall have their primary residence within a 100-mile radius of the City of Midland and shall be entitled to one (1) vote upon each matter submitted to a vote at the Annual or Special Meetings of Members as provided for herein. Upon admission to membership in the corporation, each Resident Member shall pay a Membership Fee and an Initiation Fee in such amounts as may be established from time to time by the Board of Directors. Each Resident Member shall be eligible to hold office, become a member of the Board of Directors, or serve on any committee created by the Board of Directors.
b) COMPANY SPONSORED MEMBERSHIP: Company Sponsored Members shall mean and include bonafide memberships owned and held by natural persons, but whose Membership Fees and Initiation Fees have been paid by a corporation, partnership, sole proprietorship or other form of business entity. Any company sponsoring a member shall not hereby become entitled itself to the rights and privileges of membership.
Companies desiring to sponsor one or more Members must designate each officer or employee of such company that will be entitled to the use and enjoyment of cl The manner of Application for Membership and admission to membership of company sponsored individuals shall be in accordance with Sections 2.2 and 2.3 hereof.
A company sponsoring the membership of any natural person shall not have voting rights itself. A company must sponsor at least one person who shall be entitled to vote upon any matter submitted to a vote of members. If a company sponsors more than one member it may designate such members as either voting or non-voting members.
Each Company Sponsored Voting Member shall also be eligible to hold office, serve on the Board of Directors, or serve on any committee created by the Board of Directors.
Upon admission to membership in the corporation, each company sponsoring a Company Sponsored Voting Member shall pay a Membership Fee and an Initiation Fee per Voting Member, and shall pay only the Initiation Fee for a Company Sponsored Non-Voting Member.
2.6 MEMBERSHIP FEES AND CLASSES: The board of Directors may, from time to time, alter, limit, repeal or create such membership classes and fees as may be necessary for the efficient conduct of the corporation’s business and in furtherance of its purposes and objectives. Both the Membership Fee and the Initiation Fee shall be in the amounts established from time to time by the Board of Directors, and the Board shall have the authority to establish the conditions under which a person or corporation may change its membership from one class to another and set the fees, if any, to be paid for making such change.
2.7 SPOUSE AND CHILDREN OF MEMBERS: The respective rights and obligations herein granted and conferred upon each Resident and Company Sponsored Member shall also extend and inure to the benefit of such Member’s spouse and any child or children of such Member; provided however, said child or children must be (i ) under the age of twenty-one (21) and living at home with such Member, or (ii ) under the age of twenty-five (25) and a full-time student attending a college or university..
2.8 TRANSFERABILITY OF MEMBERSHIP: Except as provided for herein, Certificates of Membership in this corporation are non-transferable and shall bear a legend on the face there of stating that such certificate is nontransferable. Transfers of Resident Memberships and Company Sponsored Memberships must be conducted through the Secretary of the corporation. At no time are memberships to be advertised for sale. No other classes of membership shall be transferable.
A Resident Member may request the Secretary of the Corporation to assign and transfer his/her Membership to an immediate member of the family of the Resident Member without Transfer Fee, or to another natural person whose application for membership has been approved by the Board of Directors upon payment of a Transfer Fee. As used herein, the term “immediate member” shall mean and include only the parents, siblings, children, and spouse of the Resident Member who are eligible for membership. Furthermore, any company sponsoring a voting or non-voting member of this corporation may, upon approval of the transfer by the Board of Directors and upon payment of a Transfer Fee, transfer such membership to another designated employee or officer of such company. Any company sponsoring a voting member of the corporation may surrender the membership of such member in accordance with Paragraph 2.9 or may apply to assign and transfer such membership as provided below. The amount of the Transfer Fees provided herein shall be established by the Board of Directors from time to time. Each application to transfer membership, and the admission of any person pursuant thereto, shall be made in accordance with the provisions of Sections 2.2 and 2.3 herein. Upon approval of applications for transfer of a Resident Membership or Company Sponsored Voting Membership, the membership shall be transferred upon payment of the Transfer Fee. The party transferring the membership shall surrender its Certificate of Membership for cancellation and another shall be issued to the new member. No transfer of membership shall be made on the books of the corporation within ten days next preceding the Annual Meeting of Members.
2.9 TERMINATION OF MEMBERSHIP: Any member may surrender his/her membership in the corporation by giving written notice to the Secretary of the corporation; such Members shall surrender to the corporation the Certificate of Membership. A member surrendering his/her membership in accordance with this Paragraph shall be considered as having abandoned his/her rights and obligations of membership, and shall receive no compensation from the corporation for surrendering his/her Certificate of Membership. As a prerequisite to surrendering of membership in the corporation, any such Member must pay all amounts such Member may owe to the corporation at the time of surrendering his/her Certificate of Membership, and monthly dues and other financial obligations of membership shall continue to accrue until all amounts due the corporation have been paid.
2.10 ANNUAL MEETING: The Annual Meeting of Members shall be held within 90 days after the end of each fiscal year, for the purpose of electing directors. Any business may be transacted at an Annual Meeting except as otherwise provided by law or by these Bylaws.
2.11 SPECIAL MEETINGS: A Special Meeting of Members may be called at any time by the holders of at least ten percent (10%) of the outstanding Certificates of Membership entitled to be voted at such meeting, or by the President, or the Board of Directors. Only such business shall be transacted at a Special Meeting as may be stated or indicated in the notice of such meeting.
2.12 PLACE: The Annual Meeting of Members may be held at any place within the City of Midland, Texas designated by the Board of Directors. Special Meeting of Members may be held at any place within the City of Midland, Texas designated by the President, if he shall call the meeting, or the Board of Directors, if it shall call the meeting. Any meeting may be held at any place within the City of Midland, Texas designated in a Waiver of Notice of such meeting signed by all voting Members.
2.13 NOTICE OF MEETINGS – WAIVER: Written or printed notice, stating the place, day and hour of any meeting and, in case of a Special Members’ Meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each Member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his/her address as it appears on the books of the corporation, with postage thereon prepaid. Waiver by a Member of notice in writing of a Members’ meeting, signed by him/her, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance by a Member whether in person or by proxy at a Members’ meeting shall constitute a waiver of notice of such meeting.
2.14 QUORUM: At each Annual or Special Meeting of Members the presence of at least fifty (50) voting members, whether in person or by proxy, shall constitute a quorum. Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, the act of a majority of the voting Members at any meeting at which a quorum is present shall be the act of the Members’ meeting. The Members present at any meeting, though less than a quorum, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting Members shall be present.
2.15 METHOD OF VOTING: At all meetings of Members, a Member may vote either in person or by proxy executed in writing by the Member or by his/her duly authorized attorney-in-fact. Such proxies shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each Proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for a period of more than eleven (11) months from the date of its execution unless otherwise provided in the proxy. A member may also vote by mail by mailing the ballot to the corporation via the United States postal system, postage prepaid. Only such ballots actually received by the corporation on or before 5:00 p.m. of the day of the event, the subject matter of the ballot, shall be counted by the corporation.
2.16 BALLOTING: Upon the demand of any Member, the vote upon any questions before the meeting shall be by ballot. At each meeting inspectors of election may be appointed by the presiding officer of the meeting. The number of votes cast by shares in the election of Directors shall be recorded in the minutes.
2.17 OFFICERS: The President shall preside at and the Secretary shall keep the records of each meeting of Members. In the absence of either such officer, his/her duties shall be performed by some person appointed by the meeting.
2.18 LIST OF MEMBERS: A complete list of Members entitled to vote at each Members’ meeting, arranged in alphabetical order, shall be prepared by the Secretary and maintained at the principal office of the corporation and be subject to inspection by any Member during usual business hours for a period of ten (10) days prior to such meeting and shall be produced at such meeting and at all times during such meeting be subject to inspection by any Member.
2.19 RECORD OF MEMBERS: The Corporation shall keep at its principal place of business a record of its Members giving the names and addresses of all Members.
3.1 NUMBERS, TITLES AND TERM OF OFFICE: The offices of the corporation shall be a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. Each officer shall hold office until his/her successor shall have been duly elected and qualified or until his/her death or until he/she shall resign or shall have been removed in the manner hereinafter provided. One person may hold more than one office, except that the President shall not hold the office of Secretary. None of the officers are required to be a Director. In its discretion, the Board of Directors may leave unfilled any office except those of President, Secretary, and Treasurer.
3.2 REMOVAL: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract right.
3.3 VACANCIES: A vacancy in the office of any officer may be filled by vote of a majority of the Directors for the unexpired portion of the term.
3.4 SALARIES: When considered appropriate or necessary, the salaries of the officers may be fixed from time to time by the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Director of the corporation.
3.5 BOND OF OFFICERS: The Board of Directors may secure the fidelity of any or all officers of the corporation and/or its administrative employees by bond or otherwise, in such terms and with such surety or sureties, conditions, penalties, or securities as the Board of Directors shall require.
POWERS AND DUTIES OF OFFICERS
3.6 PRESIDENT: The President shall be the chief executive officer of the corporation and, subject to the Board of Directors, he/she shall be in general charge of the properties and affairs of the corporation in the ordinary course of its business; he/she shall preside at all meetings of Members and of the Board of Directors; subject to such limitations as may be prescribed from time to time by the Board of Directors, he/she may sign and execute all bonds, contracts and other obligations in the name of the corporation; and he/she may sign all Certificates of Membership of the corporation.
3.7 VICE PRESIDENT: Each Vice President shall have such powers and duties as may be assigned to him/her by the Board of directors.
3.8 SECRETARY: The Secretary shall keep the minutes of all meetings of the Board of Directors and Members in books provided for that purpose; he/she shall attend to the giving and serving of all notices; he/she may sign for the President in the name of the corporation all contracts of the corporation and affix the seal of the corporation thereto; he/she may sign with the President all Certificates of Membership of the corporation; he/she shall have charge of the certificate books, transfer books, and ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to the inspection of any Directors upon application to the office of the corporation during business hours, and he/she shall in general perform all duties incident to the office of Secretary subject to the control of the Board of Directors.
3.9 ASSISTANT SECRETARIES: Each Assistant Secretary shall have the usual powers and duties pertaining to his/her office, together with such other powers and duties as may be assigned to him/her by the Board of Directors or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.
3.10 TREASURER: The Treasurer shall have custody of all the funds and securities of the corporation which come into his/her hands. When necessary or proper, he/she may endorse, on behalf of the corporation, for collection, checks, notes, and other obligations and shall deposit the same to the credit of the corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors; he/she may sign all receipts and vouchers for payments made to the corporation either alone or jointly with such other officer as is designated by the Board of Directors. Whenever required by the Board of Directors, he/she shall render a statement of his/her cash account; he/she shall enter or cause to be entered regularly in the books of the corporation to be kept by him/her for that purpose full and accurate accounts of all monies received and paid out on account of the corporation to be kept by him/her for that purpose full and accurate accounts of all monies received and paid out on account of the corporation; he/she shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; he/she shall, if required be the Board of Directors, give such bond for the faithful discharge of his/her duties in such form as the Board of Directors may require.
3.11 ASSISTANT TREASURER: Each Assistant Treasurer shall have the usual powers and duties pertaining to his/her office, together with such other powers and duties as may be assigned to him/her by the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.
3.12 GENERAL COUNSEL: The corporation at all times shall have an individual, or a firm of attorneys who shall serve as general counsel of the corporation. Such general counsel shall be appointed by resolution of the Board of Directors, and shall have general control of all matters of legal importance concerning the corporation.
BOARD OF DIRECTORS
4.1 NUMBER AND TERM OF OFFICE: The business and property of the corporation shall be managed and controlled by the Board of Directors, and subject to the restrictions imposed by law, by the Articles of Incorporation, or by the Bylaws, they may exercise all the powers of the corporation.
The Board of Directors shall consist of eleven (11) persons. At the elections of Directors held at the Special Meeting of Members on February 7, 1983, the Directors were divided into three classes. The terms of those four (4) Class II Directors elected at the 1982 Annual Meeting of the Members shall expire at the 1984 Annual Meeting of the Members. The terms of four (4) Directors, as designated by the Board of Directors, shall expire at the 1985 Annual Meeting of the Members, and the terms of three (3) Directors, as designated by the Board of Directors, shall expire at the 1986 Annual Meeting of the Members. At each Annual Meeting of the Members commencing with the 1984 Annual Meeting, Directors chosen to succeed those whose terms expire shall be elected for a term of office to expire at the third Annual Meeting of the Members following their election.
4.2 NOMINATING COMMITTEE: Not later than forty-five (45) days prior to the date of each Annual Meeting of Members, the President of the corporation shall appoint a Nominating Committee composed of the minimum number of voting Members established by the Board of Directors , of which one shall be a Director of the corporation. The Nominating Committee shall nominate that number of candidates equal to the number of Directors to be elected plus two (2). Nominees shall have been voting Members of this corporation for one (1) year, and in good standing at the time of election. The names of each candidate nominated by the Nominating Committee shall be published in such manner and at such times as the Nominating Committee shall determine; provided however, such names shall be disclosed to the Members no less than thirty (30) days prior to the date of each Annual Meeting of Members.
4.3 ELECTION OF DIRECTORS: At each election for Directors, every member entitled to vote at such election shall have the right to vote, in person, proxy, or U.S. Mail pursuant to Section 2.15, for as many persons as there are directors to be elected and for whose election he/she has a right to vote; provided however, nothing herein shall be construed or interpreted as entitling any member to accumulate his/her votes. The election of Directors shall be by ballot and those candidates receiving the greatest number of votes shall be elected to the Board of Directors. Inspectors of election shall be appointed by the presiding officer of the meeting for the purpose of counting and reporting the number of votes cast in the election of Directors.
4.4 MEETINGS OF DIRECTORS: The Directors may hold their regular meetings in such place or places in the State of Texas, or outside the State of Texas, as the Board of Directors may from time to time determine; and shall maintain an office and keep the books of the corporation at the premises of the corporation.
4.5 FIRST MEETING: Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the Annual Meeting of Members, and no notice of such meeting shall be necessary.
4.6 ELECTION OF OFFICERS: At the first meeting of the Board of Directors in each year at which a quorum shall be present, held next after the Annual Meeting of Members, the Board of Directors shall proceed to the election of the officers of the corporation.
4.7 REGULAR MEETINGS: Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.
4.8 SPECIAL MEETINGS: Special Meetings of the Board of Directors shall be held whenever called by the President or by a majority of the Directors for the time being in office.
4.9 NOTICE: The Secretary shall give notice of each Special Meeting in person, or by mail or telegraph, at least two (2) days before the meeting to each Director. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened.
4.10 QUORUM: A majority of the Directors fixed by these Bylaws shall constitute a quorum for the transaction of business, but if any meeting of the Board of Directors there are less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or by these Bylaws.
4.11 ORDER OF BUSINESS: At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine.
At all meetings of the Board of Directors, the President shall preside. In the absence of the President, a chairman shall be chosen by the Board from among the Directors present.
The Secretary of the corporation shall act as Secretary of all meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
4.12 COMPENSATION: Directors shall not receive any stated salary for their services; provided that nothing contained herein shall be construed to preclude any Director from serving the corporation in any other capacity or receiving reasonable compensation therefore.
4.13 PRESUMPTION OF ASSENT: A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
4.14 VACANCIES: A vacancy in the office of any Director may be filled by vote of a majority of the remaining Directors for a term expiring at the next Annual Meeting of the Members, at which time a successor shall be elected for the remainder, if any, of the term for which such Director was elected.
DUES AND FEES
5.1 MEMBERSHIP DUES: Monthly dues of all memberships shall be set by the Board of Directors and shall be payable monthly in advance, and, if not so paid in advance, shall be treated as delinquent. The Board of Directors shall have the power to allocate and use such dues as it considers necessary for the proper maintenance of the corporation and its facilities. Monthly membership dues may not be increased more than ten percent (10%) during any twelve (12) month period without the consent of sixty percent (60%) of voting Members at any Annual or Special Meeting at which a quorum is present.
5.2 NON-SUSPENSION AND NON-PRORATION OF DUES: Any person surrendering its or their membership in the corporation, or whose membership is otherwise terminated for any reason, shall be liable for the full amount of the monthly dues for the month in which such resignation or termination of membership becomes effective. The dues owed by any Resident Member or Company Voting Member shall not be abated and the dues will continue until the transfer is approved, or the Certificate of Membership is surrendered in accordance with Section 2.9.
Non-use of the corporation’s facilities or temporary suspension of membership privileges shall not entitle any Member to suspension or abatement of such Member’s monthly dues.
Each person admitted to membership in the corporation shall be liable for the full amount of the monthly dues for the month in which such person was admitted to membership.
5.3 DELINQUENCY: When dues or any other indebtedness of any member shall remain unpaid for thirty (30) days past the prescribed due date, all privileges of the Club shall be denied them until they have paid or made settlement to the satisfaction of the Board of Directors of all past due indebtedness. In case such indebtedness shall not be paid or settled within thirty (30) days after the mailing of notice to such member; the Board of Directors without further notice may drop such person from the list of members of the Club and they shall thereby cease to be a member and their membership rights may be sold by the Secretary , and such sale shall pass-title thereto to the purchaser whether the certificate is available at the sale or not. The proceeds of such sale shall be applied first to the payment of the then existing such delinquent. In the alternative, the membership rights of the delinquent member may be declared
5.4 FEES: Fees for the use of facilities of the corporation including, but not limited to, use of golf course, tennis, dining, and swimming facilities, and the manner of payment thereof, shall be established by the Board of Directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
6.1 GENERAL: The corporation shall indemnify, subject to the requirements of Section 6.3 hereof, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was a Director, officer, or employee of the corporation, or is or was serving at the request of the corporation as a Director, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful, except that, as to any threatened, pending or completed action or suit by or in the right of the corporation, such indemnification shall be limited to expenses (including attorney’s fees) actually and reasonably incurred in connection with the defense or settlement of the case and, in respect of any claim, issue, or matter as to which such person shall have been adjudged in any such action or suit to be liable for negligence or misconduct in the performance of his/her duty to the corporation, shall not be made without court approval.
6.2 EXPENSES: To the extent that any person described in Section 6.1 hereof has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 6.1 of this Article, or in defense of any claim, issue or matter therein, the corporation shall indemnify him/her against expenses (including attorney’s fees) actually and reasonably incurred by him/her in connection therewith.
6.3 AUTHORIZATION: Any indemnification under Section 6.1 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that the Director, officer, or employee has met the applicable standard of conduct set forth in Section 6.1 of this Article. Such determination shall be made: 1) by the Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceedings, or 2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or 3) by the Members if such determination shall not have been made by the Board of Directors or by such legal counsel.
6.4 ADVANCE PAYMENT OF EXPENSES: The corporation shall pay in advance of the final disposition of a civil or criminal action, suit, or proceeding expenses incurred by a Director, officer, or employee in defending such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Director, officer, or employee to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the corporation as authorized in this Article.
6.5 ADDITIONAL INDEMNIFICATION: The indemnification provided by this Article shall not limit the corporation from providing any other indemnification permitted by law, nor shall it be deemed exclusive of any other rights to which each of those indemnified may be entitled under any agreement, vote of Members or disinterested Directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has creased to be a Director, officer, or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.
6.6 INSURANCE: The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was Director, officer, or employee, of the corporation, or is or was serving at the request of the corporation as a Director, officer, or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him in any such capacity, or arising out of his/her status as such, whether or not the corporation would have the power to indemnify him/her against such liability under the provisions of this Article.
As soon after each Annual Meeting as practicable, the Board of Directors, by an affirmative vote of a majority of the members constituting the Board of Directors, shall designate and appoint Members of this corporation to constitute membership of Standing Committees, and such other committees as the Board may deem necessary, which shall have and may exercise such powers as shall be conferred or authorized by resolution of the Board; provided however, each committee shall be composed of the minimum number of voting Members established by the Board of Directors which shall include at least one (1) Director of the corporation. A majority of any such committee may determine its action and fix the time and place of its meetings unless the Board of Directors shall otherwise provide. The Board of Directors shall review all decisions and recommendations of the committee, and by affirmative vote, shall have power at any time to change the powers and members of any such committees, to veto the committee proposals and decisions, to fill vacancies and dispose of any such committee except the Standing Committees. The Standing Committees of the corporation shall be Golf Committee, Grounds Committee, House Committee, Finance Committee, Tennis and Pool Committee, Membership Committee and Board of Governors (The Board of Governors was established to study, review and recommend long range and strategic overall plans for the optimum use of Green Tree Country Club’s facilities and assets. This will provide continuity for the club long term, keep the club’s historical data intact and be composed of the current and past seven presidents of Green Tree Country Club).
8.1 MANNER: The Corporation may dissolve and wind up its affairs in the following manners:
a) Upon adoption by the Board of Directors of a resolution recommending that the corporation be dissolved, such resolution shall be submitted to a vote at a Meeting of Members having voting rights, which may be either an Annual or a Special Meeting. Written notice stating that the purpose of such meeting is to consider the advisability of dissolving the corporation shall be delivered to each Member entitled to vote at such meeting not less than ten (10) nor more than fifty (50) days before the date of the meeting. Such notice shall be given in person or by mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage paid, and addressed to the Member at his/her address as it appears on the records of the corporation.
A resolution to dissolve the corporation shall be adopted upon receiving not less than two-thirds of the votes which Members present at such meeting in person or by proxy are entitled to cast.
b) Upon the adoption of such resolution by the Members, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of and claimant against the corporation, and shall proceed to collect the assets and apply and distribute them as hereinafter provided.
8.2 APPLICATION AND DISTRIBUTION OF ASSETS: The assets of the corporation shall, in the event of dissolution, in the event of dissolution, be applied and distributed as follows:
a) All liabilities and obligations of the corporation shall be paid, satisfied and discharged; in case the property and assets are not sufficient to satisfy or discharge all the corporation’s liabilities and obligations, the corporation shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations.
b) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
c) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, together with any income earned thereon shall be transferred or conveyed to one (1) or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation.
d) All remaining assets, if any, shall be distributed proportionately among the voting Members of the corporation.
CERTIFICATES OF MEMBERSHIP
9.1 VOTING MEMBERS: Certificates of Membership shall be issued to each voting Member and such certificates shall be prepared and signed by the President or the Vice President, and by the Secretary or an Assistant Secretary, and sealed with the seal of the corporation or facsimile thereof. The certificates shall be numbered consecutively and in the order in which they are issued. Each Certificate of Membership shall state that the corporation is organized under the laws of the State of Texas; the name of the registered holder of the membership represented thereby, and shall be in such form as shall be approved by the Board of Directors.
9.2 NON-VOTING MEMBERS: The Board of Directors shall prepare or cause to be prepared and issued to each Company Sponsored and Members of any other class of membership such evidence of membership as the Board or Directors shall determine. Such evidence of membership may be issued in the form of cards, passbooks, or any other form acceptable to the Board of Directors.
The corporation shall have a lien on each outstanding voting Membership in order to secure payment of any sum which shall be due or become due from the holder thereof for any reason whatsoever. The lien provided for herein shall be enforceable by cancellation of all of the rights and privileges of membership in the corporation and the sale of such Certificate of Membership to a qualified applicant. Nothing herein shall be construed to limit the remedies that the corporation may pursue to recover the full indebtedness of the Member.
11.1 OFFICERS: Until the Board of Directors otherwise determines, the registered office of the corporation required by the Texas Non-Profit Corporation Act to be maintained in the State of Texas shall be the principal place of business of the corporation, but such registered office may be changed from time to time by the Board of Directors in the manner provided by law.
11.2 FISCAL YEAR: The fiscal year of the Corporation shall be such as the Board of Directors shall, by resolution, establish.
11.3 SEAL: The Seal of the Corporation shall be such as from time to time may be approved by the Board of Directors.
11.4 NOTICE AND WAIVER OF NOTICE: Whenever any notice is required to be given under the provisions of these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in the United States mail addressed to the person entitled to said notice at his/her address as it appears on the books of the corporation, with postage thereon prepaid, and such notice shall be deemed to have been given on the day of the mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
11.5 RESIGNATION: Any Director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
11.6 SIGNATURES: All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
11.7 USE OF FACILITIES: Non-members other than guests of Members will not be permitted to use the facilities of this Corporation or participate in or attend any functions or activities conducted by the Corporation.
11.8 SUSPENSION OR EXPULSION: Failure of any Member to abide by these Bylaws, Articles of Incorporation of this Corporation, or rules adopted by the Board of Directors or any Committee shall subject such Member or his/her guest shall subject such Member to suspension or expulsion from the Corporation.
Furthermore, any activity prohibited by or in violation of any State or Federal law on the premises of the Corporation and conduct unbecoming a Member are prohibited. Any such violation or conduct on the part of any Member or his/her guest shall subject such Member to suspension or expulsion from the Corporation.
11.09 SMOKING AREAS DEFINED: Subject to State and local laws, all interior facilities of the Corporation, with no exceptions, shall be identified as “non-smoking” furthermore the swimming pool facilities that are enclosed by fencing shall be deemed as “non-smoking” and compliance will be required by all Members and their guests.
These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of the voting Members at any Annual Meeting or at any Special Meeting if notice of the proposed amendment be contained in the notice of said Special Meeting.