Decatur Country Club

[DRAFT 5-7-10]

Decatur Country Club

Restated By-Laws

Adopted effective June 30, 2010

ARTICLE I- Name and Purpose

1.1       The corporate name of the club is Decatur Country Club, an Alabama nonprofit corporation.  It is referred to in these bylaws as the “Club.”

1.2       The purpose of the Club is to operate as a private non-profit social club for the social and recreational benefit of its members.  No part of the Club’s net earnings shall inure to the benefit of any member.

ARTICLE II- Property

2.1    Facilities.  The property of the Club consists of a clubhouse, golf course, swimming pool, tennis courts, snack bar, pro-shop, and such other buildings and equipment as are necessary for the upkeep and maintenance of the facilities and the comfort of the Members.  For the purpose of these bylaws, the facilities shall include equipment that may be leased for the benefit of the Members or from time to time rented to augment property of the Club.

(a)           Responsibility for Non-Club Property.  The Club shall not be responsible for property of members, visitors, guests or other persons brought onto the Club property for any purpose whatsoever.  However, the Club may obtain insurance to cover loss of members’ property situated on the Club property.

(b)           Removal of Club Property.  Property of the Club shall not be loaned nor removed from the premises, nor be put to use other than that for which it was intended, except when expressly permitted by the board of directors.

(c)           Damage.  A Member must pay for all breakage or damage to Club property caused by such member or such member’s family or guests.

(d)          Property Rights.  No Member or any other person shall have or acquire any property rights or other interest in any property of the Club except as provided in the Club’s Articles of Incorporation or these bylaws.

ARTICLE III- Membership

3.1       Classifications.

   (a)        Members.  Members shall be classified as hereinafter provided and shall have privileges and obligations as applicable to his or her membership classification as set forth in these bylaws and in the Club rules.  The Club shall maintain as an important part of the Club’s accounting books and records a permanent and accurate  ledger and record of the applicable membership classifications of all Members and shall issue membership cards and (on reasonable request) replacement cards, which evidence such memberships (as well as the applicable classifications thereof).  Each Member shall be at least 21 years of age.  In the case of a married couple, the age of the oldest spouse will be used to determine eligibility and classification. In the case of legally divorced or widowed persons, the age of the proposed member will be utilized to determine eligibility and classification.  In the case of a married couple, only one spouse will be deemed to be the Member as designated on the original membership proposal or membership acknowledgment.  Members shall have the option of extending the rights and privileges of their membership classification (excluding only voting rights and liquidation rights) to members of their Immediate Family (as defined below in subsection 3.2(e)).

(b)           Class A One Voting Members.  These memberships shall be issued to members who voluntarily elect to pay in 2010 a special capital assessment of $10,000.00.  A Member holding a Class A One membership shall be entitled to vote, to hold office, and to share pro rata in liquidation proceeds, if any.  Members may be issued only one (1) Class A One voting membership.  Class A One Voting Members shall pay the same monthly dues as either a Regular Member or as a Social Member, defined below.

(c)           Class A Two Non-Voting Members.  These memberships shall be issued to members who voluntarily elect to pay in 2010 a special capital assessment(s) of $10,000.00 in addition to the assessment paid for a Class A One membership.  The Members holding Class A Two membership(s) shall be entitled to springing voting rights (hereinafter described) and to share pro rata in liquidation proceeds, if any.  Members may own that number of Class A Two non-voting memberships equal to the number of 2010 special capital assessments ($10,000.00 each) paid in addition to the one assessment for a Class A One membership held by that Member.  Class A Two memberships will only be available to the holders of one Class A One membership.  Because all holders of Class A Two memberships will (by definition) also hold a dues paying Class A One membership, they will not also accrue or pay any additional monthly dues or assessments as a consequence of holding one or more Class A Two memberships.

(d)          Non Class A Members.  Non Class A Members are Members who have not paid a 2010 special capital assessment and who are not entitled to vote, to hold office nor share in liquidation proceeds.  These Members are distinguished by the classifications set forth below in this Section 3.1.

(e)           Regular Member.  This is a non-Class A Member who shall have all use privileges afforded by the Club.  The aggregate total of Regular Members, Intermediate Regular Members (Section 3.1(g)) and Senior Regular Members (Section 3.2(m)) will not exceed six hundred (600) at any one time.  However, legacy Intermediates and former Non-Resident Members who return to Regular status shall not be included in the six hundred (600) Member limitation.  The Board of Directors (“Board”) has sole discretion to determine the number of Members in each classification (except for Class A One and Class A Two Members) making up the six hundred (600) Member tally.   

 (f)          Social Member.  This is a non-Class A Member who shall have all the use privileges afforded by the Club except use of the golf course.  There shall be no more than two hundred (200) Social Members at any one time.

(g)           Regular or Social Intermediate Member.  Collectively called “Intermediate” Members, these are non-Class A Members who shall be at least twenty-one (21) and under thirty-two (32) years of age.  All Regular Intermediate Members shall have all use privileges afforded by the Club.  Social Intermediate Members shall have all use privileges afforded by the Club to Social Members.  The Intermediate Member must resign or convert his or her membership to either a Regular or Social membership status within thirty (30) days after his or her 32^nd birthday. 

(h)           House Member.  This is a Non-Class A Member who has limited use of food, beverage and pool facilities.  There shall not be at any time in excess of one hundred (100) House Members.  House memberships shall not be available to persons who have either previously been or are now existing Members of the Club in other categories.  A House Member must be the guest of another Member for purposes of utilization of Club facilities other than for food, beverage and pool, provided the House Member abides by the usual guest rules for frequency of use and guest fees.  Wrongful use of the House membership classification or a facility other than the clubhouse by a House Member shall subject the House Member to cancellation of membership. 

(i)            Non-Resident Member.  This is a non-Class A Member who does not reside (nor does the Member’s spouse or immediate family under the age of 23 reside) nor maintain a place of business within a 45-mile radius of the Club.  Such Member shall have all use privileges of his or her membership classification and will be kept on the mailing list.  Members must request this classification in writing.  The classification becomes effective the last day of the month in which approval was given.  Wrongful use of this classification is subject to Board cancellation of membership.  A Non-Resident Member who returns to reside within a 45-mile radius of the Club shall immediately be deemed to have taken up the classification enjoyed immediately prior to becoming a Non-Resident Member.  However, a former Intermediate Member who became a Non-Resident Member, but who is now ineligible for Intermediate status, shall immediately assume the classification of either a Regular or Social Member, as applicable, while an Intermediate Member, upon paying the required additional initiation fees, if any, required by the Board.  The failure to pay the additional fees, if any, shall result in the former Intermediate Non-Resident Member automatically ceasing to be a Member of the Club. 

(j)            Surviving Spouse Member.  A “Surviving Spouse” is a spouse whose husband or wife purchased and held a membership in the Club and is now deceased.  Upon the death of the Member, the Surviving Spouse may elect to reinstate the deceased Member’s membership by notifying the Club within six (6) months of the death of the Member spouse.

         If the Surviving Spouse elects to retain the deceased Member’s membership, then the Club shall transfer the membership owned by the deceased Member to the Surviving Spouse without requiring the payment of additional initiation fees or other charges.  Thereafter, the Surviving Spouse shall pay full dues for the classification and category elected and have the right to vote, hold office, and share in liquidation proceeds, if any, if such surviving spouse inherited a membership classified as Class A One, or share in liquidation proceeds, if such surviving spouse inherited a membership classified as Class A Two.

         (k)           Widow Member.  Failure to notify the Club within six (6) months of the decedent’s death and subsequent election to maintain the membership classification and category held by the deceased Member shall result in the Surviving Spouse becoming a Widow Member.  A Widow Member retains the benefits of the deceased Member’s category but does not have the right to vote, hold office, or share in liquidation proceeds, if any, except in the case of the Surviving Spouse inheriting a Class A One Membership or share in liquidation proceeds, if any, in the case of the Surviving Spouse inheriting a Class A Two Membership.  The remarriage of a Widow Member who fails to elect to reinstate or restore the membership held by a deceased spouse shall result in termination of the Widow Membership.

         If a Surviving Spouse fails to make the election to retain the deceased Member’s classification and category within six (6) months of the death of a Member spouse, but subsequently desires to be restored to the deceased Member spouse’s classification and category of membership, then the Surviving Spouse, now Widow Member, may apply for transfer into the desired classification and category.  When and if accepted therefor, the Widow Member shall pay the initiation fees, if any, then in effect for that classification.  The Widow Member shall receive the same priority, if any, for upgrade into a voting class that the Widow’s deceased spouse would have received by virtue of the membership held by the deceased Member spouse.

(l)            Former Spouse.  A “Former Spouse” is an individual who becomes fully and finally divorced from a person holding a current Club membership or who held a Club membership within six (6) months prior to the date of the final divorce decree (“Member Spouse”).

(1)        Within 90 days of the entry of a final decree of divorce, the Former Spouse may petition by written notice (“Notice”) to the Board to:

(A)       Become a Former Spouse Member (subject to the conditions set forth below); or,

(B)       Request any classification of membership other than Class A One or Class A Two unless the same was awarded to such former spouse in the divorce decree.

The Board has absolute discretion to grant or deny the request, or to grant Former Spouse membership in lieu of the category requested, or to deny membership altogether. 

(2)        All dues, assessments and other charges that are levied on the membership during the 90-day period shall be waived.  Former Spouses are solely responsible for all Club charges which they personally incur following divorce.

(3)        If the Former Spouse elects to become or is designated a Former Spouse Member, all dues and assessments shall be at the current rate applicable to the category and classification of membership held or formerly held by the Member Spouse, but no initiation fee shall be required.  A Former Spouse Member’s privileges shall include use of all Club facilities previously enjoyed, as applicable.  A Former Spouse Member may participate in Club committees but shall not vote or be entitled to hold office unless awarded a Class A One or Class A Two membership in the divorce decree.  There shall be no more than fifty (50) Former Spouse Members at any one time.

(4)        If the Former Spouse requests and is approved for a Member category and classification other than Former Spouse Member, the current initiation fee for the approved classification shall be required, plus all future applicable dues, charges, and assessments of the class approved shall be payable upon approval.

(5)        If no vacancy exists in an approved category and classification of membership, the Board may grant the Former Spouse all privileges of the approved category of membership until such time as a vacancy does exist.

(6)        Upon remarriage, a Former Spouse Member shall lose all Club privileges unless, prior thereto, he or she has requested and been approved for an available and appropriate  Member classification other than Former Spouse.

(7)        If a Former and Member Spouse were married at the time of the Member Spouse’s admission to the Club, then the admission procedures required by Section 3.2(g) may be waived.  Otherwise, and in all cases, Section 3.2(g)(2) of these bylaws shall be strictly adhered to in connection with the admission of a Former Spouse as a Club Member.

(m)          Senior Member.  This is a Member who has attained the age of 70 and has been a Member of the Club for 10 continuous years or more.  A Senior Member’s use of the golf and tennis facilities (if those facilities were available to such Member under his or her membership classification held immediately prior to obtaining senior status) shall be limited to weekdays only, except for Member tournaments that may be conducted on weekends.  Notwithstanding the limitation to use, the Senior Member shall have all other use privileges afforded by the Club and the Club rules for the membership classification previously held by the Senior Member immediately prior to obtaining this senior status. The Board shall determine the amount of reduction in dues for Senior Members.

interests of the Club; provided, however, that such other or different membership shall be approved by a fifty-one (51%) percent majority of the board of directors.

(o)           Inactive Member.  A Member may be placed in an inactive status, which status merely suspends his or her Club obligations.  This status may be entered into for a period of six (6) months with the following qualifications:

(1)        The Member must make a request for inactive status to the Board in writing.

(2)        All Club privileges, including voting rights, are suspended while in inactive status.

(3)        The Member must request, in writing, his or her reinstatement prior to the termination of the six-month inactive period.

(4)        The General Manager shall effect an agreement with the Member as to all of his or her accrued obligations to the Club, including the time for payment of the Member’s account, prior to allowing the Member to receive inactive status.  The Board shall have the discretion to agree with such Member as to the fees he or she will be charged, if any, while on inactive status before reinstatement as an active Member.

(5)        The Member may request in writing, subject to Board approval, an additional six months’ inactive status.

3.2 Policies.  The following policies shall apply:

(a)           Voting Rights.  Only Members holding a Class A One membership are eligible to vote at Club Member meetings.  No other Members shall be eligible to vote.  Class A One Members must have paid all their current Club obligations.  Delinquent or suspended Class A One Members may not vote at Club Member meetings.

(b)           Transferability of Memberships.  Class A One and Class A Two memberships may be transferred to another Member who is in good standing with the Club or to a prospective new member who is approved by the Board.  In addition, the memberships may be bequeathed to an heir of a Member so long as the heir is, or promptly then becomes, a Member of the Club.  However, if the transferee fails to remain in good standing with the Club, the membership (and all rights thereunder) shall terminate.

(c)           Legacies.  The son or daughter of a Member shall have no privileges that are not afforded to any other nominee for membership except he or she may apply for an Intermediate Membership, if he or she is of the proper age, and may be accepted regardless of Intermediate Member or other waiting pool or limits on the number of Intermediate Members.

(d)          Change of Membership Classification.  A Member may request a change in membership classification or category (except a change from a lesser classification to Class A One or Class A Two) by written request to the Membership Committee at least thirty (30) days prior to the first of the month in which the Member requests the change be made.  The Membership Committee will consider the request and make its recommendation to the Board which may, in its sole discretion, approve, disapprove or take no action on the request.  The Secretary shall notify the Member of the action taken.  No change of classification or category will be made until approved by the Board.  [The change shall remain in effect one (1) year or more from the date the change became effective unless otherwise approved by the Board.]  Members requesting a change in classification or category of membership shall have priority over non-members nominated for the same classification.

(e)           Immediate Family.  Members’ spouses and unmarried children under the age of 23 (i) living at home; (ii) who are full-time students; or (iii) who are serving in the United States Armed Forces (collectively, “Immediate Family”) shall have all privileges afforded by the Club, subject to these bylaws and the Club rules.  A Member may terminate (or reinstate membership following termination) the Club privileges of any one or more of the Member’s Immediate Family by written notice, effective seven (7) days following receipt of the notice by the Club.

(f)           Significant Others.  A “Significant Other” is a person who becomes domiciled with or otherwise initiates a continuing relationship with an unmarried or divorced member (“Sponsor Member”).  Upon written request of a Sponsor Member designating a Significant Other and furnishing such information as the board of directors requires, the board of directors may authorize the use of the Club’s facilities by a designated Significant Other without the payment of additional dues or guest fees, and without regard to Club rules limiting the number of times a nonmember guest may use the Club’s facilities.  However, a Significant Other must at all times be accompanied by the Sponsor Member when using the Club facilities.  A Member may not request a change in the designation of a Significant Other more than once in any calendar year.  The Club may issue a guest card to a designated Significant Other for purposes of identification.

(g)           Admission Procedures.  Membership in the Club shall be solely by invitation of the Board.  A request that an invitation to membership be extended must be made in writing by at least two (2) Class A One Regular Members in good standing, and the candidate must be known by at least two (2) Members of the Board.  All requests for invitations will be submitted to the Membership Committee of the Board for consideration and review.  The Membership Committee will carefully examine all information and communications in reference to each candidate.  Before each monthly Board meeting, the Membership Committee will submit a list of requests for invitations to the Board, together with its recommendations for action.  All proceedings of the Membership Committee and the Board regarding invitations to membership shall be secret and confidential.  A majority vote of the Board shall be required to admit the candidate.  Should the nomination be declined, it may not be resubmitted until one (1) year has lapsed from the date of the prior nomination.

(1)        It shall be the duty of each Member of the Club possessed of any information derogatory to the character of a candidate, or knowing of any good reason why membership should not be granted to such individual, to communicate the same to the Membership Committee.  All such communications shall be held by the Membership Committee in strictest confidence.

(2)        Membership Notification.  A newly elected Member shall be notified of election by a letter of invitation signed by the President, Vice President or Secretary on behalf of the Board.  Included with the invitation shall be a copy of these bylaws, the Club rules, a schedule of applicable dues and fees, and a statement of acceptance of the terms of membership to be signed and returned along with the applicable dues and fees.  When the signed acceptance statement and the required dues and fees are received by the Club, the Treasurer shall issue a membership card or other acknowledgement of membership to the Member and the Member shall be entitled to all rights and privileges of the applicable membership classification.  Any person elected to membership who does not comply with the foregoing requirements within thirty (30) days of receipt of the invitation shall be considered to have declined the invitation.

(3)        Waiting Pool.  After the Club has obtained the maximum number of Members in any membership class, a waiting pool of candidates may be established from those who have been approved for membership.  The Board shall be permitted to appoint a waiting-pool candidate to a temporary or other membership.  The dues of a temporary membership shall be established by the Board and may be in excess of the normal monthly dues for the membership class to which the candidate is temporarily admitted.

(4)        Upgrade.  At the discretion of the Board, a Social, House or other Member may become a Regular Member, or a House or other Member may become a Social Member, by requesting such status and by paying as an initiation fee the difference between the fee paid by the Member at the time he or she was elected and the initiation fee for a Regular or Social membership in effect at the time the Member upgrades.  Any Regular or Social Member who resigns his or her status and is subsequently proposed for membership to the Club shall pay a full initiation fee upon re-establishing his or her membership, unless otherwise approved by the Board.

ARTICLE IV- Resignation, Suspension and Expulsion

4.1       Resignation of Membership.  A Member may resign by written notice to the Club.  If the resignation notice is received by the Club prior to the 6^th day of the month, the resignation shall be effective as of the last day of that month.  If the resignation notice is received by the Club on or after the 6^th day of the month, then the resignation shall be effective on the last day of the month succeeding the month that notice is given.  To be effective, the notice of resignation must be accompanied by tender to the Club of payment in full of all open accounts with the Club, after which tender the resignation shall become effective and all privileges of the Club shall terminate.  Should the resigning Member be delinquent, the Board, at its discretion, may accept the resignation and use such collection remedies as are provided in these bylaws and/or by law in its absolute discretion, including, but not limited to, the right of offset against any refund due the Member.  All such remedies shall be cumulative and the use of any remedy shall not be deemed to be an election to forebear the pursuit of any other remedy.

(a)           Suspension or Expulsion.  Any Member may be suspended or expelled by the Board for non-payment of indebtedness owed to the Club which is over thirty (30) days past due.  For any other cause, a Member may be expelled or suspended or other appropriate action may be taken (including, but not limited to, fines or reprimands) by a vote of two-thirds of all of the members of the Board.

(b)           “Cause” Defined.  The term “cause” for purposes of paragraph 4.01 hereof shall include, but not be limited to, disorderly conduct at the Club; conduct endangering the good order, welfare or character of the Club; violation of these bylaws or the rules and regulations and policies promulgated by the Board; or being deemed “financially irresponsible” as defined in paragraph 5.1(d) of these bylaws.

(c)           Hearing Required.  A hearing by the Board shall be required for suspension or expulsion.  Notice in writing of such hearing stating the reason for the proposed suspension or expulsion or action and notifying such Member that he or she has a right to be heard orally or in writing not less than five (5) days before the effective date of the proposed expulsion or suspension by the Board must be delivered to the Member via certified mail with a return receipt requested to the Member’s last address shown on the records of the Club at least fifteen (15) days before such hearing is scheduled.  The Board, by two-thirds vote, may rescind any such action and reinstate the Member upon or without conditions – in its discretion.

(d)          Appeal.  Any Member may appeal suspension or expulsion by written notice to the voting membership at the next annual meeting of the voting membership or at a special meeting of the voting membership called for that purpose.  The notice of appeal must be delivered to the Club office within ten (10) days after such action by the Board and the Member shall be required to pay all costs associated with the call of the meeting, as determined by the Board, in advance.  If a fine has been imposed, payment thereof shall constitute a condition precedent to the right of appeal.  Upon appeal, the Board’s action may be overturned by a majority of a quorum of the voting Members of the Club within three (3) months after the suspension, expulsion or other action.  Upon expulsion, all indebtedness to the Club is immediately due and payable.

(e)           During a period of suspension, the suspended Member shall continue to be responsible for applicable dues and assessments but shall not have any Club privileges.  If a Member is suspended or expelled by the Board and, upon appeal to the general membership, the Board’s decision to suspend or expel the Member is overturned, then a condition precedent to the reinstatement shall be the immediate payment of all dues and assessments applicable to the period of suspension or temporary expulsion.

ARTICLE V- Fees, Dues, Assessments and Late Fees

5.1       Fees and Dues.  Membership fees, initiation fees, deposits and dues for each classification of membership, and the time for payment thereof, shall be as established by the Board.  The Board shall maintain and publish a current list of fees, dues and deposits.  All monetary transactions between a Member and the Club shall be charged to the Member’s account except as specifically provided by the rules and policies of the Club as established by the Board from time to time.

(a)              Capital Assessments.  All capital assessments of Members shall require approval of the Board.  All such assessments may be then levied only after approval by two-thirds of the voting Members at an annual meeting or a special meeting of the membership called for the purpose of considering such a recommendation by the Board.

(b)              Operating Assessments.  The Board shall have the power to make assessments of Members for the purpose of operating the Club.  Such assessments shall not be made until reserves for operating deficits, as established by the Board, have been utilized in accordance with prudent business practices.  Operating assessments shall not exceed, in the aggregate, one-third of the then aggregate annual dues for Regular Members per Member for any one calendar year.  All other assessments may be levied only after approval by two-thirds of the voting Members at an annual meeting or a special meeting of the membership called for the purpose of considering such a recommendation by the Board.

(c)              Payment Terms.  All fees, dues, charges, deposits and assessments are due and payable immediately on receipt of billing assessment by personal check only.  Any Member who fails to pay the statement of account on or before the close of business on the 25^th day of the month in which the statement is issued shall be considered delinquent.

(d)             Late-Fee Charges.  A late-fee charge of ten percent (10%) of the late amount shall be levied by the Club for each month or portion thereof that the account remains delinquent.  On the last day of the month following the month in which the account is deemed late, the Club shall send a letter notifying the delinquent Member to show cause before the Board, not earlier than fifteen (15) days from the date of the notice, why the Member should not be suspended for non-payment of the account.  However, the Board will allow Club Management to communicate with the delinquent Member and try to resolve the delinquency and prevent further action by the Board.  Any Member who is delinquent three times (meaning the Member has received three (3) separate 30-day, written late notices of non-payment) within any twelve-month (12) period shall be fined an amount determined by the Board and/or shall be subject to suspension or expulsion.

the amount of the check is paid.  Written notice of such suspension will be immediately given to the Member, including the reason for such action.

(f)              Facilities Unavailable.  Even though certain Club facilities are unavailable for membership use due to fire, casualty or other similar occurrence beyond the Club’s control, the membership will continue to be liable for the timely payment of all dues.

(g)              Capital Expenditure Limitation.  Any capital expenditure, proposed financing plans or re-financing plans, exceeding $100,000.00 shall require approval by a majority vote of the voting Members present at a regular or special meeting.

(h)              Other Charges.  The Board shall have the power to establish fines or other appropriate charges for infractions with respect to the bylaws and the rules of the Club.

(i)               Account Charges.  The Club shall render a statement of account to each Member immediately following the last day of each month.  The statement of account shall be deemed received by the Member three (3) days after the mailing date.

      (j)               Attorney’s Fees.  A Member who defaults in the payment of any obligation due as a Member shall agree, by accepting membership in the Club, to pay all collection costs including a reasonable attorney’s fee, incurred by the Club in collection of such obligation.

ARTICLE VI- Complaint and Grievance Procedures

6.1 Only Written Complaints Acceptable.  Member complaints and grievances shall be held in strictest confidence.  Complaints and grievances shall be submitted in writing, signed and dated by the complainant, and appropriately addressed in the manner described in Paragraphs 6.2 and 6.3 hereunder.

6.2 Bylaws and Rules Infractions.  Any infractions of the bylaws or rules of the Club shall be reported to the Board through its designated Committee or through the General Manager.  The designated Committee or General Manager, as the case may be, shall investigate the charge and report its findings to the Board at its next meeting.  The Board shall determine the appropriate action to be taken, if any, and the Secretary shall report the Board action, if any, to the complainant.  Any person designated as the Acting General Manager shall be deemed the General Manager for purposes of this article.

6.3 Procedure Regarding Employees.  Complaints concerning employees of the Club shall be made only to the General Manger.  The General Manager shall investigate the complaint and determine the action taken, if any.  Repeated complaints against the same employee shall be brought to the attention of the Board by the General Manager.  Complaints against the General Manager shall be made directly to the Club President who will investigate and report to the Board at its next regular or special meeting with the President’s recommendation.  With the approval of the Board, the President will resolve the complaint with the General Manager and report to the complainant the action taken, if any.

ARTICLE VII- Guests

7.1    Guests shall be welcome at the Club when accompanied by a sponsoring Member.  Appropriate guest fees and the circumstances under which guests may use the various facilities of the Club shall be established by the Board from time to time.  All guest fees shall be charged to and be the responsibility of the sponsoring Member.  Guests shall be subject to the bylaws and rules of the Club.  The sponsoring Member shall at all times be responsible for the conduct, charges attributable to, and actions of the Member’s guests.

ARTICLE VIII- Government and General Management

8.1 Board of Directors.  The government and general management of the Club shall be vested in a board of directors consisting of nine (9) elected members. The Board shall elect from its membership a President, Vice President/President-Elect; provided, however, that any previous Vice President/President-Elect shall ascend to the presidency of the Club.  The Board shall also elect a Secretary and a Treasurer any or all of whom may or may not be from the Board membership.  If the Secretary or Treasurer is not an elected member of the Board, then they shall become ex-officio members of the Board with such responsibilities and privileges of membership thereon as the Board may determine. 

         (a)           Powers.  The Board shall have full power and authority to do any and all things that it deems to be proper and in the best interests of the Club, excepting only those powers that are specifically reserved to the membership in these bylaws or, at the discretion of the Board, are delegated to professional management.  These powers shall include, but are not limited to, setting and adjusting hours of Club, use and modification of services or facilities without notice or liability for any loss or inconvenience thereby resulting.  The Board shall have general supervision and control over all officers, committees and employees.  The decisions of the Board shall be final in all matters of which the Board has responsibility.  The Board may adopt such policies and rules for the conduct of their meetings and for the general management of the Club as they deem proper.

         (b)           Meetings.  All members of the Board shall be Class A One Members of the Club in good standing.  Spouses of Class A One Members are eligible to serve on the Board; provided, however, that the spouse of a Class A One Member who serves on the Board will disqualify the other spouse from serving on the Board but such spouse shall not be disqualified from serving on committees of the Club.  The Board shall meet at least once each calendar month.  At each regular meeting of the Board, the date, time and location of the next regular Board meeting shall be designated unless previously established.

         (c)           No Remuneration.  No elected Officer or Board member shall receive any remuneration for his or her official services (unless approved by the Board), but may be reimbursed for reasonable expenses incurred if approved by the Board.

         (d)          Conflict of Interest.  No Officer or Board member shall use his or her position for personal gain.  Such activity shall be deemed a conflict of interest and shall be a cause for removal under Section 8.1(e) of this Article.

         (e)           Removal of Officers and Board Members.  Officers and Board members may be removed for cause by an affirmative vote of two-thirds of the full Board or by an affirmative vote of a majority of a quorum of the Members eligible to vote at any annual or special meeting.  The inability of an elected Board member to qualify for bonding shall be deemed as cause, but not the only cause, for removal.  Other causes for removal include, but are not limited to, failure to attend three (3) consecutive Board meetings without excuse, breach of the Club’s standard of conduct, or cessation of Club membership.

         (f)           Anything herein to the contrary notwithstanding, the members of the Board serving in 2010 who obtain a Class A One membership shall continue to serve as a director and any vacant director positions shall be filled at a special meeting of Members to be held in July, 2010.

      8.2 Rules and Quorum.  The Board may adopt such rules and regulations for the conduct of their meetings and the general management of the Club as they deem proper.  A quorum for the conduct of any business is five (5) Board members.  The Board may authorize committees of the Club as may be helpful in the transaction of business.

      8.3 President.  The President shall be the Chief Executive Officer of the Club and shall preside at all meetings of the Board and the membership.  The President shall, with the Secretary, sign all obligations, contracts, deeds, mortgages, promissory notes, and other instruments as approved by the Board unless otherwise provided by the bylaws.  The President shall supervise the activities of the Club’s general manager or any professional management company involved in the management of the Club in accordance with the policies of the Club as set forth by the Board.  The President shall, with approval of the Board, appoint chairmen for the various committees authorized by the Board and such other committees as the President shall deem necessary and shall be an ex-officio member of all committees.

      8.4 Vice President.  The Vice President shall perform the duties of the President when the President is absent or unable to perform such duties and shall perform such other duties as may, from time to time, be assigned by the President.  The Vice President also serves as President-Elect and will ascend to the office of President following his or her term as Vice President.  In the absence of both the President and Vice President, the Board shall appoint from among the directors, an Acting President.

      8.5 Secretary.  It shall be the duty of the Secretary to keep a record of the proceedings of the Club and, with the President, to sign all obligations, contracts, deeds, mortgages, promissory notes, and other instruments, and to discharge such other duties as may be entrusted by the Board.  In addition, the Secretary shall have such other duties and responsibilities as prescribed by the Board.  The Secretary may delegate any of the foregoing duties to the General Manager acting as Assistant Secretary as the Board approves.  The Secretary need not be an elected member of the Board.

      8.6 Treasurer.  The Treasurer shall be Chairman of the Finance Committee.  The Treasurer shall cause to be collected, held, controlled and disbursed, subject to policies approved by the Board, all monies of the Club; and it shall be the Treasurer’s duty to collect monies due to the Club from such issuance, as well as dues and charges from Members.  The Treasurer shall have such other duties as are prescribed by the Board.  The Treasurer may delegate any of the foregoing duties to the General Manager or Controller, acting as Assistant Treasurer or otherwise, as the Board approves.  The Treasurer need not be an elected member of the Board.

      8.7 Past President.  The immediate past President of the Club shall, upon the expiration of his term of office, serve as a member of the Board until such time as a successor President replaces him or her in that capacity.  As a member of the Board, he or she may participate in all deliberations of the Board and is entitled to vote.  The past President also serves as chairman of the Nominating Committee.

      8.8 Vacancies.  In the event of a vacancy in the offices of President, Vice President, Secretary, or Treasurer, or in a Board member position, the Board shall fill such vacancy by appointment.  The appointment of a Board member shall be for the period of time remaining until the next annual meeting of the Club, at which time any vacancy (for which an unexpired term remains) shall be filled by election.  If any Board member is absent from three (3) consecutive Board meetings, the Board may remove him or her and declare a vacancy.

      8.9 General Manager.  The General Manager shall manage the affairs of the Club, and direct the work and employees of the Club, subject to, and in accordance with, the direction of the Board, acting through the President, who will exercise supervisory authority over the General Manager.  The General Manger shall prepare budgets of expenses and capital refurbishment and replacement for approval of the Board, and shall be authorized to incur expenses and capital expenditures in accordance with the approved budgets, or as directed by the Board.  The General Manager shall attend all meetings of the Board and shall be an ex-officio member of all Committees.  The General Manager shall make reports of work and affairs of the Club to the President, Board and at membership meetings, as requested by the President.

      8.10 Bond.  The Board may require that any one or more Officers, Board members or other Club employees be bonded in amounts determined by the Board.  The cost thereof shall be paid by the Club.

      8.11  Anything herein to the contrary notwithstanding, the Officers serving in 2010 who obtain a Class A One membership shall continue to serve as an Officer and any vacant Officer positions shall be filled at a special meeting of Members to be held in July, 2010.

ARTICLE IX- Committees

9.1 The Nominating Committee.  The Nominating Committee shall be composed of six (6) Class A One voting members consisting of the past presidents for the previous five (5) years and the current president.  If one or more of the five (5) past presidents are not Class A One Club Members or are unwilling or unable to serve, then such vacancy or vacancies on the Nominating Committee shall be filled by the past president(s) from the next preceding year(s).  The Past President shall serve as chairman of the Nominating Committee.

(a)              The Nominating Committee shall prepare a list of nominees for election to the Board.  Not more than thirty-five (35) days prior to each annual meeting, the Nominating Committee shall make a written report to the voting membership of its nominations by mailing a copy to each Class A One voting Member and by posting copies thereof on the Club bulletin board.  Accompanying the report will be a listing of current members of all Standing Committees, Board members, and Offices of the Club.  The Nominating Committee shall nominate one (1) nominee for each vacancy existing on the Board.

(b)              After the written report of the Nominating Committee is mailed to the voting membership and posted on the Club bulletin board, further nominations may be made by petition of voting Members, and addressed to the Chairman of the Nominating Committee, containing the signatures of 15 or more voting Members and requesting that a particular Member or Members therein named, not more than there are vacancies, be nominated in addition to the nominations previously made.  Such petition or petitions must be received by the Chairman of the Nominating Committee at least seven (7) days before the day of the annual meeting and must contain the written consent of each nominee named.  Such nominations must also be posted on the Club bulletin board.

(c)              The above provisions are the exclusive means by which a nomination for the Board can be made.

9.2 Long-Range Planning Committee.  A permanent Long-Range Planning Committee shall exist and be comprised of the two most recent past Club Presidents and two most recent Club Finance Chairmen who are still active Club Members, and such other members as are from time to time appointed by the President.  The Committee Chairman shall be appointed by the President.  If there are not at least two past Presidents or two past Finance Chairmen remaining active in the Club, then the Chairman may appoint other Members.  The Board shall consult with the Long-Range Planning Committee on all capital improvements and shall not act with respect to the same until it has first obtained a recommendation from the Long-Range Planning Committee with respect to such improvements and expenditures, except for emergencies as declared by the Board or its Executive Committee.

9.3 Other Committees.  In addition to the Nominating and Long-Range Planning Committees, the President, with the approval of the Board, shall designate from among the Board members, Chairmen for the various Committees authorized by the Board.  If the Board authorizes an Executive Committee, its membership shall consist of the Officers of the Club.

at the next meeting succeeding such action.  The presence of a majority of members of the Committee shall constitute a quorum, and the affirmative vote of a majority of Committee members shall be necessary for any action.  The President of the Club shall be Chairman of the Committee.

The Club may have one or more Standing Committees.  The Standing Committees of the Club may include but are not limited to Executive, Tennis, Finance, Pool, Membership, Social, House, Green, Golf and Property Committees.

9.4 Committee Members.  All committee members shall be Club Members in good standing and shall serve at the discretion and with the approval of the Board.  All spouses of Club Members shall be eligible to serve on committees. All Committees, excepting only the Nominating Committee and the Executive Committee, if authorized, are advisory to the Board.

ARTICLE X- Membership Meetings

10.1 Annual Member Meetings.  The annual meeting of members shall be held at the Club (in its ballroom) during the third (3^rd) quarter of each calendar year at a time and place designated in the notice of such meeting.  Forty (40%) percent of the Class A One Members entitled to vote and in attendance, in person or by proxy, shall constitute a quorum, except for meetings where Member assessments or other fees are at issue.  For such meetings, fifty (50%) percent of the Class A One Members in attendance, in person or by proxy, shall constitute a quorum.  Each Class A One Member shall have voting rights as defined in Section 3.2(a).  If a quorum is present, then the affirmative vote of the majority represented at the meeting and entitled to vote on the subject matter shall be the act of the Club, except as otherwise provided herein or by law.  At the annual meeting, the Club’s independent accountant shall present a financial report of the Club including, but not limited to, the membership statistics.  While voting rights are limited to Class A One Members, attendance at such meetings shall be open to all Club membership classes unless pending or threatened litigation is to be discussed.

10.2 Special Member Meetings.  Special meetings of Members may be called for any purpose or purposes by the President or by the Board and shall be called by the President at the request of the not less than ten (10%) percent of the Class A One Members upon giving at least seven (7) days written notice to the Class A One Members and posting in the clubhouse in a conspicuous place for at least seven (7) days, which notices shall specify the purpose of the meeting. 

10.3 Election of Board Members.  At each Annual Meeting, there shall be elected two (2) Board members to serve for staggered four (4) year terms.  The terms of two directors shall expire each year.  The two nominees receiving the greatest number of votes shall be elected.  In the event of a tie, the President shall declare the winner.  No person shall serve more than two (2) successive, elected terms as a Director.  In addition, any Board vacancies for which an unexpired term remains shall be filled by election.

10.4 Absentee Ballots.  Members in good standing and eligible to vote who are unable to attend a meeting of the membership shall be allowed to vote by absentee ballot.  A request for absentee ballot shall be included with the notification of any meeting of the membership and shall be available at the clubhouse.  The request for an absentee ballot shall be signed by the Member in his or her own handwriting and sent to the Secretary of the Club, who shall send a numbered ballot and a properly addressed return envelope.  The number of the ballot shall be written on the request and on the return envelope and the name of the Member and the number of the ballot sent shall be registered in an absentee ballot register.  Absentee ballot requests shall be retained until after the validation of the election by the election judges.  Absentee ballots shall be returned to the Club in the sealed and numbered return envelope provided, no later than the close of business on the day prior to the scheduled meeting date.  The General Manger shall be responsible for safeguarding absentee ballots until the membership meeting and shall deliver them to the election judges at the membership meeting.

(a)      Proxies.  At every meeting of Members, any Club Member having the right to vote shall be entitled to one vote in person, by absentee ballot, or by proxy provided that the proxy is given to another voting Member in good standing.  The Member holding the proxy must attend the meeting in person to be entitled to vote.  No voting Member shall be entitled to vote more than one proxy on behalf of another voting Member, except that the Secretary and Treasurer of the Club may vote any number of proxies.    There shall be no proxy voting at meetings of the Board.

10.5 Organization of New Board.  Immediately after each annual meeting of the Club membership, an organizational meeting of the new Board shall be called to elect a President, Vice President/President-Elect, Secretary, and Treasurer to serve for a term of one (1) year subject to Section 8.1(f) and 8.11 above.  The Officers and Board Members shall take office on the first day of the month succeeding the election month.

10.6 Conduct of Meetings.  All member meetings shall be conducted in accordance with and be governed by Roberts Rules of Order, except to the extent that they may conflict with these bylaws, in which case these bylaws shall prevail.

ARTICLE XI- Notices to Consents

11.1 Notices.  Unless otherwise provided herein, written notice of every meeting of the members, or of the Board, stating the place, day and hour of the meeting and, if a special meeting, the purposes thereof, shall be posted in at least one conspicuous place in the clubhouse as well as delivered to each voting Member or Director, as applicable, or by e-mail or deposited in the United States Mail addressed to each voting Member at the address shown on the books of the Club, with postage prepaid, not less than three (3) days (with respect to a Board meeting), or five (5) days (with respect to a Members’ meeting), nor more than thirty (30) days prior to meeting.  A voting Member or Director, either before or after a meeting, may waive notice of any meeting, and such waiver shall be deemed the equivalent to notice given in accordance with these bylaws.  Attendance in person by a voting Member at a meeting shall constitute waiver of notice of the meeting unless he or she attends for the express purpose of objecting to the notice.

11.2 Consent in Lieu of Meeting.  Any action that may be taken at a meeting of the Board may be taken without a meeting if written consent describing the action taken is signed by a majority of all Directors and is delivered to the Club for inclusion in the corporate records.  Such consents shall have the same effect as a vote at a meeting of the Board and may be described as such in any document.

ARTICLE XII- Indemnification

12.1 The Club shall indemnify 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 (other than an action taken by or in the right of the Club) if he or she is or was a director, officer, employee or agent of the Club..  Such persons shall be indemnified against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding, including advance expenses incurred therewith.  The Club shall reimburse any indemnified party for reasonable costs, expenses and attorney’s fees incurred in connection with the enforcement of any right to indemnification granted hereunder, to the full extent permitted by the Alabama Nonprofit Corporation Act.

ARTICLE XIII- Fiscal Year

13.1  The fiscal year of the Club shall be September 30 or as otherwise determined by the board of directors.

ARTICLE XIV- Amendments

14.1 The bylaws may be amended at any annual or special meeting of the voting membership provided written notice (as provided in section 11.1 above) is given at least fourteen (14) days prior to the annual or special called meeting at which the vote is taken.  A majority vote of a quorum of Class A One Members casting their eligible votes shall be sufficient to make changes herein.

ARTICLE XV- Miscellaneous

15.1 Gender and Number.  All pronouns in these Bylaws shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.

15.2 Captions.  Captions and headings contained in these Bylaws are as a matter of convenience.  They shall not be construed to define, limit, or extend their scope, or the intent or any provision hereof.

ARTICLE XVI- Interpretation

16.1 The interpretation of these bylaws shall rest with the Board unless and until overridden by a two-thirds affirmative vote of a quorum of the voting membership at an annual or special membership meeting.

ARTICLE XVII- Sale of Substantially All Assets

17.1 Sale of Substantially All Assets.  A sale or disposition of substantially all of the property and assets of the Club shall require the affirmative vote of two-thirds of the voting Members having Class A One memberships.

ARTICLE XVIII-Redemption of Liquidation Rights of Class A Two Memberships

18.1  Redemption of Liquidation Rights of Class A Two Memberships. If the Club becomes financially sound, in the sole discretion of the Board, the Club may (from time to time) redeem the liquidation rights of the outstanding Class A Two memberships, by paying $10,000.00 with respect to each membership.

18.2  In the event that less than all of the outstanding Class A Two membership liquidation rights are to be redeemed, the amount to be redeemed and the method effecting such redemption, whether by lot or otherwise, may be determined by the Board.  The liquidation rights shall be redeemed pursuant to a plan developed by the Board to randomly redeem such rights; provided, however, that the Board may give priority to the rights held by deceased Members.  The Board shall not employ any means for determination of the liquidation rights to be redeemed which shall result in de facto discrimination based on race, gender, creed, sexual orientation, or national origin, or any other preference.

18.3  Notice of such election to redeem shall be mailed to each holder of Class A Two membership liquidation rights so to be redeemed at his or her address as it appears on the books of the Club, not less than thirty (30) days prior to the date upon which the membership liquidation rights are to be redeemed.  If on or before the redemption date named in such notice the funds necessary for such redemption shall have been set aside by the Club so as to be available for payment on demand to the holders of the Class A Two membership liquidation rights so called for redemption, then notwithstanding that any membership liquidation right so called for redemption shall not have been surrendered for cancellation, including any right to vote or otherwise participate in the determination of any proposed Club action shall forthwith, after such redemption date, cease and terminate, except only the right of the holders to receive the redemption price therefor. 

ARTICLE IXX-Liquidation and Dissolution.

19.1 Liquidation and Dissolution.  The liquidation and dissolution of the Club shall generally require the affirmative vote of two-thirds (2/3) of the voting Members having Class A One memberships; provided, however, that if the Board determines that: (1) the Club is insolvent; (2) in its sole discretion, the Club has no reasonable likelihood of being able to continue to operate; and (3) there is the likelihood of a foreclosure by a mortgagee (the “Insolvency Determination”), then in the event such determinations are made by the Board, then the Members holding Class A Two memberships shall be deemed to have additional voting rights (the “springing voting rights”) commensurate with the number of Class A Two memberships which they hold.  The determination of the number of voting rights shall rest solely with the Board.

            (a) The Club shall be liquidated upon the occurrence of any of the following events:

The Club shall be liquidated and its affairs shall be wound up upon the happening of the first to occur of the following:

(i)         the written consent of two-thirds (2/3) of the Members holding Class A One memberships;

            (ii)        in the event of an Insolvency Determination, the written consent of two-thirds (2/3) of the Class A One and Class A Two Members;

(iii)       the entry of a decree of judicial dissolution;

      (b)      Procedure and Rights.  Upon a liquidation and dissolution of the Club for any reason, the Board shall cause the Club’s independent accountant to make a full and proper accounting of the assets, liabilities and operations of the Club, as of and including the last day of the month in which the dissolution occurs, and shall liquidate the assets as soon as practicable consistent with obtaining the fair value thereof, and shall apply and distribute the proceeds therefrom as soon as practicable and in the following order of priority:

      (c)      All liabilities and obligations of the Club shall be paid and discharged, or adequate provisions shall be made therefor.

      (d)      Assets held by the Club 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.

(e)      The remaining assets, if any, shall be distributed to the Class A members in good standing prorata. No class or category of Members other than a Class A Members shall receive any distribution upon liquidation.

ARTICLE XX-Year-End Financial Disclosures

 20.1  After the end of each fiscal year, at such time as the audited financial statements for the Club shall have been completed, the President or General Manager of the Club shall make known to the Class A One Members that such financial statements are available for review by such Class A One Member in the offices of the Club.