By-Laws of the Men’s Association A California Non-profit

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By-Laws 

of the

Men’s Association

A California Non-profit Corporation

Article I

Authorization and Name

The Via Verde Country Club, a California corporation and the operator of a golf club located at 1400 Avenida Entrada, San Dimas,  91773, California, herein referred to as THE CORPORATION, has heretofore authorized the formation of a voluntary incorporated association of its members to be known as “MEN’S ASSOCIATION OF VIA VERDE COUNTRY CLUB”, herein referred to as THE ASSOCIATION.

Article II

Purposes

The purposes for which this association is formed are:

(A) To conduct sporting and social events for the benefit and enjoyment of its members, their families, and guest(s).(B) To promote and foster among its members a closer bond and fraternity for their mutual benefit.(C) To promote and conserve the best interests and true spirit of the game of golf as embodied in its ancient and honorable traditions.(D) To establish equitable handicaps for its members in accordance with the rules and regulations of the Southern California Golf Association.(E) To encourage, promote and maintain a high standard of sportsmanship among its members.

Article III

Place of Business

The Principal office for the transaction of the business of this Association shall be the clubhouse of THE CORPORATION located at 1400 Avenida Entrada, San Dimas, CA  91773.

Article IV

Members

Section 1​Qualifications:  All those men who are accepted as full Golfing Members by THE CORPORATION shall automatically become members of THE ASSOCIATION, and subject to its By-Laws, and rules and regulations.  Further, a condition of maintenance of membership in THE ASSOCIATION shall be that each member thereof continues as a member in good standing of THE CORPORATION.  Termination of membership in THE CORPORATION shall automatically terminate membership in THE ASSOCIATION.

Section 2​Classes of Membership:  There shall be one (1) class of membership, known as regular(Full Golf).  They shall be subject to the payment of membership dues as herein provided may be fixed.  They shall be entitled to vote at all meetings of members and entitled to full participation in the activities of the Club and of the membership generally.

Section 3​Membership Dues:  The Board of Directors may from time to time determine and fix the amount of the Men’s Association dues which shall be posted or otherwise made known to the members by mail.  The dues of THE ASSOCIATION members shall be independent of and unrelated to the dues and fees payable by members to THE CORPORATION, and shall be collected and held by the Board of Directors of THE ASSOCIATION in such account or accounts as it may deem appropriate.

Section 4​Rules and Regulations:  By memberships in the Association, a member agrees to abide by and conform to all the Rules and Regulations.  The Rules and Regulations of the ASSOCIATION shall not conflict with those promulgated by the Officers and Directors of THE CORPORATION.

Section 5​Discipline:  With the consent of THE CORPORATION, the Board of Directors shall have the right to fine, suspend or expel any member of THE ASSOCIATION, or for the conduct in violation of the By-Laws unless and until the following procedure has been followed:

(A) The member has been accused in writing by three (3) or more Regular members of a violation and has been given opportunity to answer the charges made and to have such charges heard before THE ASSOCIATION Board of Directors.  The accused member shall be entitled to due notice of the charges against him and to a hearing.  Notice of such charges and date of any such hearing shall be sent to the accused member by registered mail, return receipt requested, addressed to him at his address appearing on the records of THE ASSOCIATION.(B) The hearing shall be conducted at a regular (or) specially called meeting of the Board of Directors.  Upon the vote of a majority of the members of the Board of Directors present such member may be suspended or expelled from membership or other discipline may be imposed upon him within the absolute discretion of the members of the Board of Directors so voting.(C) Reinstatement:  A member who has been expelled from THE ASSOCIATION for other than failure to pay dues shall not again be entitled to membership unless the Board of Directors shall decide that extenuation circumstances and subsequent record favor readmission.

Article V

Meeting of Members

Section 1​Place of Meetings:  All meetings of members shall be held at the Clubhouse of THE CORPORATION in Los Angeles County, California, or at such other place as the Board of Directors may designate.

Section 2​Annual:  The Annual Meeting of members shall be held in the month of October. The members attending the meeting shall receive the report of the nominating committee; reports of the officers; the transition of such other business as may be brought before the meeting. Receive nominations from the floor. Individuals nominated from floor must give written or verbal consent.

Section 3​Special:  Special meetings of the members for any purpose or purposes may be called at any time by the Board of Directors, and shall be called by the President or other Officer upon the written requires of ten (10) percent of the members entitled to vote, not less than ten (10) or more than sixty (60) days after the receipt of such request.

Section 4​Monthly:  The Board of Directors may fix regular monthly meeting of the members for social purposes.  However, no business of THE ASSOCIATION shall be conducted there at unless prior notice thereof as in case of a special meeting.

Section 5​Quorum-Adjournment:  A quorum for any meeting of the members shall consist of not less than twenty-five (25) members entitled to vote.  If, however, a quorum shall not be present, those who are present shall have the power to adjourn the meeting from time to time until a quorum is present.  At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally noticed.  The members present at a meeting at which a quorum is present, may continue to do business until adjournment notwithstanding that by the withdrawal of members from the meeting there remains less than a quorum.

Section 6​Notice of Meetings and of Adjourned Meetings:  Notice of annual or special meetings shall be given in writing to the members entitled to vote thereat, by mailing the same at least ten (10) days prior to the meeting, to each member at his address appearing on the records of THE ASSOCIATION.  The notice of any meeting shall specify the place, date, and hour of the meeting, and in case of a special meeting, the general nature of the business to be transacted.  When meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in case of an original meeting at which the adjournment was taken.

Section 7​Voting:  Only members whose names stand on the records of THE ASSOCIATION is entitled to vote on the day of the meeting, shall be entitled to vote at such meeting.  Members may not vote by proxy.

Article VI

Board of Directors

Section 1​General:  The management of the affairs of THE ASSOCIATION shall be vested in a Board of Directors consisting of four (4) Officers and four (4) Directors, each of whom shall be a member of THE ASSOCIATION and who shall serve without compensation.  (In addition, the current Past-President, or if not available, a Past-President selected by the current President, will serve on the Board in an advisory position as an ex-officio member with no voting rights.)

Section 2​Election:  The Officers and Directors shall be elected by written ballot by members of THE ASSOCIATION with the exception that the office of the President shall only be elected by the members in the previous year as President Elect.

(A) Nominating Committee:  On or before August 1 of each year, the Board of Directors shall appoint a Nominating Committee of three (3) members.  The Chairman of the Nominating Committee shall be the immediate Past President and two (2) members from outside the Directorate.  The nominating Committee shall nominatecandidates for each of the offices of President-Elect, Secretary, Treasurer, and at each of whom shall in all respects be eligible and qualified to act as an Officer of Director if elected.  Further, the candidates for President-Elect must have served at least one (1) previous term as an Officer or Director.  In addition to the candidates for the offices of President-Elect, Secretary, and Treasurer, should he agree, also shall be a candidate for the Office of Director.  The nominating Committee shall furnish a copy of the slate of candidates so nominated to each eligible voting member of THE ASSOCIATION by mail not later than ten (10) days prior to the Annual Meeting.(B) Election:  Date and Procedure:  The date of the annual elections shall be the first Friday of November.  Ballots shall be sent to each member of THE ASSOCIATION ten (10) days prior to the election date, which must be returned to the Clubhouse of THE CORPORATION by 5:00 p.m. on the date of the annual election.  Ballots shall contain the names of all candidates nominated for the respective offices.  Those candidates receiving the highest number of votes shall be declared elected.  In cases of a tie, only those tied shall be submitted to a written runoff vote of the entire membership of THE ASSOCIATION and, will be conducted by the current Board of Directors.  Supervision of the counting of the ballots shall be by a Tellers committee of three (3) members of THE ASSOCIATION, who are neither candidates nor of the Directorate.  This committee, appointed by the President, shall announce the results of the election to the President when the counting of the ballots is completed.(C) Term:  Unless otherwise provided for herein, each Director and Officer shall serve for a term of one (1) year commencing January 1, and ending December 31 of that year or until his successor shall have been chosen, unless he shall resign, become disqualified or disabled or removed.   The President-Elect shall each year serve for a period of one (1) year whereupon he shall automatically assume the Office of President.

Section 3​Vacancies:  any vacancy on the Board of Directors through death, resignation or other cause shall be filled by a majority vote of the remaining members of the Board of Directors although less than a quorum.  An Officer or Director so elected shall serve for the unexpired portion of the term of the Officer of Director whose pace became vacant, and until the election of his successor.

Section 4​Meetings-Quorum:

(A) Regular Meetings:  Regular meetings of the Board of Directors shall be held on the dates and at the time and place fixed by a resolution of the Board of Directors.  No notice need be given of such regular meetings of the business to be transacted.(B) Special meetings:  Special Meetings of the Board of Directors may be called by the President or by any three (3) other members of the Board of Directors, upon twenty-four (24) hour notice to each member of the Board of Directors either personally, mail or email.(C) Quorum:  A majority of the members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and unless otherwise herein provided, a majority vote of the members of the Board of Directors present at a meeting at which there is a quorum, is valid as a corporate act.(D) Proxies;   No member of the Board of Directors may vote by Proxy.

Section 5​Removal:  Any Officer or member of the Board of Directors may be removed from office upon the affirmative vote of seven (7) members of the Board of Directors, for continued absence from meeting’s, neglect of duty or for conduct which in their opinion is unbecoming to a member of the Board of Directors or detrimental to the best interests of THE ASSOCIATION.

Section 6​Powers:  Subject to the limitation contained in the Articles of Incorporation, the By-Laws and the laws of the State of California, as to actions to be authorized or approved by the members of THE ASSOCIATION, all corporate powers shall be exercised by or under the authority of, and the business affairs of THE ASSOCIATION shall be controlled by the Board of Directors.

Article VII

Officers

Section 1​Officers: The Officers of THE ASSOCIATION shall consist of a President, a President-Elect, a Treasurer, and a Secretary.

Section 2​Duties:  The Duties of the Officers of THE ASSOCIATION shall generally be the following:

(A) President:  The President shall preside at all meetings of the Board of Directors and of the members; and call such meetings as the By-Laws and resolutions may require him to call:  appoint, subject to the approval of the Board of Directors, members of all standing committees and of such other committees as may be established; act as ex officio member of all committees;  see that the By-Laws and Regulations of THE ASSOCIATION are strictly enforced; supervise generally the affairs of THE ASSOCIAATION and report at the annual meeting its general business for the previous year.(B) President-Elect:  In the absence of inability of the President, the President-Elect shall perform the duties of the President;  shall generally assist the President and prepare himself to assume the duties of the President in the succeeding year following his election as President-Elect.(C) Secretary:  The Secretary shall keep a record of all meetings of the Board of Directors and of the members and shall conduct the official correspondence of THE ASSOCIATION.(D) Treasurer:  The Treasurer shall have general charge of the accounts and account books of THE ASSOCIATION, and of its funds.  He shall submit such statements of his accounts as the Board of Directors may require and make an annual statement of the accounts immediately prior to the Annual Meeting.

Article VIII

Miscellaneous

Section 1​Standing Committees:  Subject to the approval of the Board of Directors each incoming President shall appoint a Chairman, selected from the newly elected directorate, to each of the Standing Committees, in addition to those, which may be assigned by the Board of Directors are as follows:

(A) Tournament Chairman: To arrange, schedule and conduct all Tournaments with the assistance of his committee. Distribute prize funds. In all casesthese funds will come from entry fees and, if budgeted by the Board of Directors from the association treasury. Provide a comprehensive report at a regular meeting the results and a financial report.(B) Handicap/ Rules and Greens Chairman:  The Handicap chairman shall oversee the Handicap system. The proper posting of scores in order to establish a fair equitable handicap for members of the association. Attend SCGA handicap meetings if appropriate to maintain certifications To inspect all greens, fairway’s and the course in general, and determine that it is in proper, playable condition, and recommend to THE CORPRATION such corrections as it deems appropriate.(C) Social:  To encourage and arrange, manage, and conduct social and entertainment events for both the regular meetings of the members and at special occasions from time to time as may be determined.  It shall also be its duty to establish rules and regulations as required for the benefit of the membership at large.

Section 2​Procedure:  Sturgis’ Standard Code of Parliamentary Procedure shall govern the procedure at all meetings.

Section 3​Interpretation of By-Laws:  Questions regarding the construction and interpretation of the By-Laws shall be decided by the Board of Directors.

Section 4​Rules and Regulations of Owners:  It shall be the duty and obligation of the Officers, Directors, Committees, and members to cooperate at all times with the owners and management of THE CORPORATION.  THE ASSOCIATION and its members shall work for the full benefit, Welfare, and success of THE CORPORATION, and shall not take any action in conflict with the authority of the management, directors, and owners of THE CORPORATION.

Section 5​Transfer of Membership in Association:  Membership in THE ASSOCIATION may not be transferred by any member whose membership in THE CORPORATION has been terminated.

Article IX

Amendments

These Articles may be repealed or amended or new Articles may be adopted by the E- mail/mailballot vote of members entitled to exercise a majority of the voting power provided that at least twenty-five (25) percent of the total members so eligible exercise their right to vote.  In, order to be valid, ballots must be returned to the Club by 5:00 p.m., no later than twenty (20) days after mailing to the membership of THE ASSOCIATION, or a simple majority of ballots returned.

Any amendment or amendments or the repeal of any article or articles, sections or any part of sections thereof may be proposed by resolution adopted by the Board of Directors.

In addition, a petition signed by at least ten (10) percent of the eligible members may also propose amendments or repeals of the By-Laws of sections or articles thereof.

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