OAK RIDGE COUNTRY CLUB

BYLAWS

JANUARY 22, 2016

(Previously Updated January 31, 2014)

 

ARTICLE I

Organization and Purpose

 

This organization shall be known as the Oak Ridge Country Club, Incorporated, hereinafter referred to as the Club.

 

The purpose of the Club is to provide recreation in the form of golf and other entertainments and sports normally associated with country clubs for its members and guests.

 

The fiscal year shall begin January 1 and end December 31 of each year.

 

 

ARTICLE II

Board of Directors

 

SECTION 1. The general control of the property and affairs of the Club shall be vested in a board of nine (9) directors to be elected by the members of the Club. Directors will be elected to serve for a term of three (3) years. Terms of office of three (3) members shall expire, for example, in January, 2016; terms of office of three (3) member shall expire, for example, in January, 2017; and terms of office of the three (3) other members shall expire, for example, in January, 2018. Whenever a vacancy occurs on the Board of Directors, the President, with the approval of a majority of the remaining members of the Board, shall appoint a club member to fill the vacant directorship until the next Annual Membership Meeting.

 

SECTION 2. In the Board of Directors is vested all powers, not by these Bylaws reserved, to operate, manage, control, and supervise the Club premises, its employees, servants, and agents; to make, alter, or repeal rules for the management and government of the Club; to fix, enforce and remit penalties for the breach of said Bylaws or rules.

 

SECTION 3. Included in the general powers of the Board of Directors shall be the power to fix all fees, assessments, and dues payable by all classifications of Club members. Fines, when duly assessed by a majority of the Board of Directors, shall be collectible as dues; non-payment thereof shall subject the offender to the penalty of expulsion from membership.

 

 

 

 

SECTION 4. Subject to the limitations contained in the Bylaws and the Club Charter, the Board of Directors shall have the power to make all contracts necessary for the normal operation of the Club, and to do such other acts or things as it may deem necessary for the welfare of the Club, and to delegate its administrative authority to committees, agents, and servants.

 
SECTION 5. The Board of Directors shall have no power to sell or encumber the Club’s real property, to enter into any lease of the Club’s real property for longer than three (3) years including renewal thereof except by approval of a majority of all eligible voting members of the Club , or to incur any indebtedness for extraordinary purposes that is;

(a) in excess of ten (10) percent and less than thirty (30) percent of the previous fiscal year’s gross income of the Club, except by approval by majority of eligible voters present and voting, or

(b) in excess of thirty (30) percent of the previous fiscal year’s gross income of the Club,

except by approval of a majority of all eligible voting members of the Club.

In each case the Club shall act according to Article V, Section 8 of these Bylaws.

Section 6. The Board of Directors shall add and remove members from Standing Committees as it deems this necessary. The Board shall establish temporary Special Committees when specific needs are identified and determine the charge and appropriate composition of these committees

 

SECTION 7. The Board of Directors shall employ a public accountant to perform an audit of income, expense, and the financial condition of the Club for each fiscal year. A copy of each audit report shall be kept on file in the Club’s Business Office and shall be made available to any member for inspection during normal office hours.

 

ARTICLE III

Officers

 

SECTION 1. At the Annual Membership Meeting in January of each year, three (3) members shall be elected to the Board of Directors, replacing three (3) members whose terms have expired and any members appointed to partial terms. Board members shall be elected by ballot at the annual meeting as dictated in these Bylaws.

 

SECTION 2. At least seven (7) weeks prior to the Annual Membership Meeting, the Board of Directors shall create a Nominating Committee consisting of five members. Three of the members shall be Directors completing a term (and not being a candidate for an additional

term) or past Directors and two shall be appointed from the Golf, Executive Golf, Young Executive Golf, Weekday and Social (eligible to vote) members of the Club. The committee shall submit a list of candidates who have indicated a willingness to serve as a member of the Board of Directors if elected. The committee shall report its ticket of candidates to the President or Secretary at least five (5) weeks prior to the Annual Membership Meeting. Notice of said candidates shall be given to each Club member in good standing with the announcement of the Annual Membership Meeting. Additional nominations for election to the Board of Directors may be made by members in good standing during the Annual Membership Meeting.

 

SECTION 3. Following the Annual Membership Meeting and no later than February 1, the new Board of Directors shall take office and shall elect from its membership by majority vote a President, Vice President, Secretary, and Treasurer each of whom shall serve for a term of one (1) year or until their successors are elected. In each case the election requires a majority vote of the entire Board. If the vote for any position is not a majority there shall be a discussion and another vote.

 

SECTION 4. The President shall be the chief executive officer of the Club and shall preside at all meetings of the Club and of the Board of Directors. The President or such other officer authorized by resolution of the Board of Directors shall sign all certificates of membership, deeds, contracts, conveyances, or other instruments, and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors.
 

SECTION 5. In the absence or inability of the President, the Vice President shall perform the duties and exercise the powers of the President. In the absence of both the President and the Vice President attendees at a Club or Board of Directors meeting may elect a presiding officer.

 

SECTION 6. The Secretary shall keep a record of the proceedings of all open meetings of the Club and of the Board of Directors and shall keep up-to-date copies of the Club Charter, Bylaws, and rules. These records shall be both paper and digital and be located in the Business Office and shall be available for inspection by any member in good standing during regular business hours.

 

SECTION 7. The Treasurer shall be responsible for proper fiscal management of the Club, including development of the annual budget. The Treasurer shall prepare itemized financial reports for review at the monthly meeting of the Board of Directors. The Treasurer shall prepare a written report as of December 31 of each year containing itemized financial reports of the various committees and an overall balance sheet and profit-and-loss statement, and have same available for distribution at the annual membership meeting.

 

ARTICLE IV

Committees

 

SECTION 1. The President, subject to the approval of the Directors, shall appoint member to the following Standing Committees and establish Special Committees as the Board of Directors deems advisable. Each Standing Committee shall include at least one (1) member of the Board of Directors and staff member(s) as appropriate.

 

SECTION 2.   A Finance Committee, consisting of three (3) or more members, shall have general charge and supervision of the finances and expenditures of the Club, as authorized by the Board of Directors.

 

SECTION 3.   A House Committee, consisting of three (3) or more members, shall have charge of the clubhouse and all Club property therein, including responsibility for the proper maintenance of house and furnishings. The House Committee shall hear and consider all complaints and suggestions which shall be made in writing regarding house operations, and may review the hiring and discharge of house employees. The House Committee also shall have charge of all entertainments given by the Club or in its name and it shall have power to appoint such sub-committees to assist in any such entertainments from among the members of the Club. All the above powers and duties shall be subject to the approval of the Board of Directors.

 

SECTION 4.   A Greens Committee, consisting of three (3) or more members, shall have charge of the golf course and all lands pertaining thereto. The Greens Committee may review the hiring and discharging of greens employees. All of the above powers and duties shall be subject to the approval of the Board of Directors.

 

 
SECTION 5. A Rules Committee, consisting of three (3) or more members, shall have the power to make rules governing use of the golf course, swimming pool, and tennis and squash courts. The Rules Committee also shall make rules governing the conduct of members and guests, and the operation and use of Club facilities and properties. The Rules Committee shall be responsible for investigating all written complaints which shall come to the Board of Directors regarding rules violations, conduct of members or guests, or misuse of Club facilities or property, and shall report its findings to the Board of Directors. All of the above powers and duties shall be subject to the approval of the Board of Directors.

 

 

SECTION 6. A Golf Committee, consisting of three (3) or more members, shall have charge of all matters pertaining to golf activities, programs, tournaments, handicaps, and other golf-related matters. All of these powers and duties shall be subject to the approval of the Board of Directors.

 

SECTION 7. A Social Committee, consisting of three (3) or more members, shall have charge of the operation of the tennis and squash courts and the swimming pool, including activities therein and maintenance thereof. All of these powers and duties shall be subject to the approval of the Board of Directors.

 

Section 8 A Memorial Association Committee consisting of the Golf Course

Superintendent, an appointed Board member, and at least three (3) at-large members appointed by the Board shall be responsible for assisting those offering memorial gifts to ORCC and shall have charge of the memorial area (Frank’s Park) located to the right of #16 fairway. The Association shall oversee the business affairs of the memorial area, including but not limited to the design and landscaping, maintenance, fund raising, approval of items placed in the area, assignment of memorials, keeping of records, and general usage. Frank’s Park is intended to be a place of remembrance; all other uses will require approval of the Memorial Association. All of the above powers and duties shall be subject to the approval of the Board of Directors.

 

SECTION 9. A Membership Committee, consisting of three (3) or more members, shall have full responsibility promoting membership, keeping membership records, and bringing all membership issues to the Board of Directors. All of these powers and duties shall be subject to the approval of the Board of Directors.

 

SECTION 10. All Standing and Special Committees may, subject to the approval of the Board of Directors, make such rules for their own governance and for the regulation of the matters under their control as they may deem necessary or advisable.

 

ARTICLE V

Meetings

 

SECTION 1. : Business Meetings of the Board of Directors shall be held monthly and shall be open to all members in good standing. The President may call Special Meetings, Executive Sessions or teleconferences of the Board of Directors when necessary to address urgent or sensitive issues. Six (6) members of the Board shall constitute a quorum for the transaction of business.

Unless specifically required otherwise by these Bylaws the Board of Directors shall resolve items brought forward as a motion by approval of a majority of those present and voting in a face-to-face meeting. Electronic voting, e.g. e-mail, shall be limited to special situations:

  1. Routine Board administrative issues.
  2. Serious unexpected situations requiring immediate action.

 

SECTION 2. The order of business at monthly Business Meetings of the Board of Directors shall be as follows:

  1. Approval of Minutes of the previous Business Meeting
  2. Petitions, Communications, Visitors
  3. Reports
  4. Balloting for new members
  5. General business
  6. Adjourn

 

SECTION 3. The Annual Membership Meeting of the Club shall be held during the month of January every year, at a time and place designated by the Board of Directors. Written notice of the Annual Membership Meeting shall be given to each member in good standing at least thirty (30) days prior to the meeting.
 

SECTION 4. The order of business at the Annual Membership Meeting shall be as follows:

  1. Approval of Minutes of the previous Annual Membership Meeting.
  2. Election
  • Eligible members shall receive a ballot and any certified proxy ballots prior to the Meeting.
  • The Presiding Officer shall call for nominations from the floor.
  • The Presiding Officer shall call for tellers to collect ballots.
  • After ballots have been collected the Presiding Officer shall announce a last call for ballots. Voting shall cease five (5) minutes after the call.
  • Early Voting ballots shall be in a separate ballot box prior to the last call.
  • Tellers shall retire to a separate room and tally the election results.
  • Election results shall be announced as New Business.
  1. Reports of President, Secretary, Treasurer, and Committee Chairmen.
  2. New business
  3. Adjourn

 

SECTION 5. Special Membership Meetings of the Club may be called by the President or by a majority of the Board of Directors, or shall be called by the President when requested by written petition of five (5) percent or more of the voting membership. Written notice of the time and place of any Special Membership Meeting shall be given to each member in good standing at least seven (7) days prior to the meeting. The notice shall state the items of business to be considered and no business shall be transacted except that which relates to the designated

Items.

 

SECTION 6. The order of business at any Special Membership Meeting shall be as follows:

  1. Quorum call. This requires the presence of at least 10% of members eligible to vote at the meeting.
  2. Reading of the Minutes of the previous Special Membership Meeting if         appropriate.
  3. Explanation of the purpose of the meeting and authorized items of business.
  4. Authorized business
  5. Adjourn

 

 

 

SECTION 7. All members of the Club in good standing, excepting those classified as Honorary, Inactive, Junior Golf, Non-Residential, or non-eligible Social Members, shall be eligible to vote at any Annual Membership Meeting or Special Membership meeting. Social Members approved by the Board after February 1, 2007 will have no voting privileges. Social Memberships approved by the Board prior to February 1, 2007 will continue to have voting privileges. Ten percent of such eligible members shall constitute a quorum. If a quorum is not present, the President or other presiding officer may delay the meeting until a quorum is present.

 

The method of member voting at Annual or Special Meetings shall be by majority of those present and voting (including proxy and early votes) on all items other than;

  1. extraordinary purposes (Article II, Section 5),
  2. election of new Board members (Article III, Section 1) and
  3. changes in the Club Bylaws (Article VIII, Section 1)

 

SECTION 8. The modes of voting shall be as follows:

  1. All ballots and proxy ballots shall be issued by the reception staff to members arriving at the Meeting site excluding those who took advantage of absentee voting.
  2. Members in attendance at the subject meeting shall vote in person when the election is called.
  3. A member who is not in attendance may vote by proxy thereby transferring their voting rights to another eligible member in good standing to use as he/she chooses when the election is called.
  4. A member may vote early by obtaining a ballot in person, by mail, by email, by fax or by other electronic means approved by the Board of Directors and returning in a similar manner the completed and signed ballot between the time that the purpose of the meeting is announced or in the case of the Annual Meeting, when the candidates are officially announced and noon of the day of the meeting, but no more than thirty (30) days prior to the meeting. Early votes will only be valid on the first ballot.
  1. An early voting ballot or a proxy transfers returned by email from the personal email address of the eligible member is acceptable as a signature.

 
ARTICLE VI

Membership

 

SECTION 1. The gender, race, or religion shall not be used to determine eligibility for membership.

 

SECTION 2. Applications for each class of membership shall be in such form as the Board of Directors shall prescribe, shall be signed by the applicant, and shall be signed by a member of the Club who by their signature propose and endorse the applicant for membership.

 

SECTION 3. The election of members shall be by ballot by the Board of Directors. All members of the Board who are present must vote for or against the applicant. A majority of negative votes shall exclude any applicant from membership, in which case the applicant shall be ineligible for six (6) months thereafter. Each member of the Board of Directors is honor bound not to disclose whether he or she voted for or against admission of the applicant.

 

SECTION 4. The classes of membership are listed below. The Board may establish sub-classification or categories under each classification when appropriate.

  1. Honorary Members. Honorary membership is conferred by the Board of Directors to an individual without the prerequisites or obligations of other memberships. This status is awarded in recognition of achievements or service to the Club that stands out from normal membership conduct.

 

  1. Golf Members: Golf members shall be forty (40) years of age or more who shall be eligible to vote in all membership meetings and shall be entitled to full Club privileges: golf, tennis, squash, and pool and clubhouse activities. Principal sub-classes within this class are Family and Individual Memberships. Other sub-classes are subject to limitations set by the Board of Directors.

 

 

  1. Executive Members: Executive Members shall be from 30 through 39 years of age who shall be eligible to vote in all membership meetings and shall be entitled to full Club privileges: golf, tennis, squash, and swimming pool and clubhouse activities. Principal sub-classes within this class are Family and Individual Executive Memberships.

 

  1. Junior Executive Members: Junior Executive Members shall be from 21 through 29 years of age who shall be eligible to vote in all membership meetings and shall be entitled to full Club privileges: golf, tennis, squash, and swimming pool and clubhouse activities. Principal sub-classes within this class are Junior Family and Junior Individual Executive Memberships.

 

 

  1. Weekday Members: Weekday Memberships are restricted to individuals who shall be eligible to vote in all membership meetings and shall be entitled to tennis, squash, swimming pool and clubhouse privileges. Golf is restricted to Monday through Friday and Sunday after 2:00 p.m.

 

  1. Corporate Golf Members. Corporate Golf members shall be individual corporations or businesses which are entitled to designate specific employees who may utilize all Club amenities within limits established by the Board of Directors. The corporate executive responsible for the membership or a designated corporate individual has member voting privileges.

 

 

  1. Non-Resident Golf Members. These members shall be individual members twenty-one (21) years of age or more that live and work no less than 50 miles from the Club. Other criteria for membership and Club privileges for this membership class are set by the Club Board of Directors. Members of this class do not have voting privileges.

 

  1. Junior Golf Members: Membership is limited to persons under the age of twenty-one (21) years of age who agree to abide to the code of conduct set forth by the Pro Shop. The age limit is extended through twenty-four (24) if the member is a full-time student in an accredited college or university. Other criteria for membership and Club privileges for this membership class are set by the Club Board of Directors. Members of this class do not have voting privileges.
  2. Social Members. These members shall be members twenty-one (21) years of age or more who shall be entitled to all privileges of the clubhouse, swimming pool, tennis, and squash facilities. Non-golf members may use the golf facilities within limits set by the Board of Directors and upon payment of established fees. See Article V, Section 7 for limitations on Social Member voting rights.

 

  1. Inactive Members. Any member can request inactive status from the Club under criteria established by the Board of Directors and will have privileges within limits set by the Board of Directors.

 

  1. Privileged Non-Members. Persons other than the foregoing designated members may enjoy the privileges of the Club upon such terms as the Board of Directors may prescribe. Such privileged persons are classified as either Associates or Affiliates.
  2. Associates are spouses and dependent children under age twenty-four (24) of Family and Social Members. Associates shall not be required to pay initiation fees.
  3. Affiliates are persons who are entitled to use the privileges of the Club on
  4. A temporary basis within limits prescribed by the Board of Directors.

 

  1. Non-Members. The clubhouse shall not be open to non-members except when such non-members are the guests of members or are present within limits prescribed by the Board of Directors.

 

SECTION 5. The Board of Directors may approve a change in classification of an existing member when requested in writing. Fees appropriate to such re-classifications are established by the Board of Directors.

 

SECTION 6. Initiation fees to be paid by new members upon election shall be established by the Board of Directors, subject to the restriction that the Board shall in no case establish an initiation fee of less than one hundred dollars ($100) for Golf, Executive Golf, Junior Executive, Weekday and Corporate Golf members or less than fifty dollars ($50) for Social members. Family Memberships of Golf, Executive Golf, Junior Executive Golf and Social members may be transferred to the spouse of said member without payment of an initiation fee, with approval of the Board of Directors.

 

SECTION 7. A statement shall be provided to each member at the beginning of each month stating the amount of the member’s indebtedness to the Club and the date at which payment for such indebtedness is due. If such indebtedness is not paid by the stated due date, an appropriate late fee is added to the member’s next statement. If the indebtedness is not paid within thirty (30) days after the due date, the name of the member and the amount due shall be posted in the clubhouse and club privileges shall be denied to such member until the indebtedness is paid. If such indebtedness is not paid within thirty (30) days after such posting, the delinquent member shall automatically forfeit all rights and cease to be a member of the Club. The delinquent member shall be notified of forfeiture within ten (10) days thereafter.

 

SECTION 8. Memberships once forfeited may be reinstated up to a period of 12 months at the discretion of the Board of Directors upon receipt of written request accompanied by the remittance to cover all amounts which would have been due had the member remained active. If more than 12 months have passed since forfeiture of membership, the request will be treated as a new member application requiring an initiation fee, assuming all past debts to the Oak Ridge Country Club are paid.

 

SECTION 9. Cessation of Membership. When the relationship of any member with the Club shall cease at any time from resignation, cancellation, death, or any other cause (except in those cases where a transfer is authorized in Section 5 of Article VI) the membership and all rights therein shall revert to the Club. Notice of voluntary resignation, cancellation or any other cause, (other than death), shall be effective only upon delivery at the Business Office, in writing, of such resignation, cancellation, or any other cause. Rules governing re-entry to the Club are set by the Board of Directors. Cessation of membership because of death shall be effective upon the date thereof.

 

 

 

ARTICLE VII

Conduct

 

SECTION 1. Rules governing the use of the clubhouse, pool, tennis and squash courts, golf course, and private cart usage shall be maintained current and available to all members.

 

SECTION 2. Any infraction of these Bylaws or Club Rules brought by signed correspondence to the attention of the Rules Committee shall be reviewed and presented to the Board of Directors with a recommendation for dismissal of the charges a reprimand, a fine, probation, suspension or expulsion from membership. Actions to be taken shall be determined, imposed, and enforced by the Board of Directors.

SECTION 3. Any member who willfully or otherwise violates the rules of the Club or who shall so demean themselves as to be unworthy of the privileges of a member will be reprimanded, fined, placed on probation, suspended, or expelled from membership as appropriate. All disciplinary actions will be taken by the Board of Directors. In the case of reprimands, a written notice of such will be sent to the member involved with a copy being placed in that member’s Club file. Members involved in disciplinary actions resulting in proposals to fine, place on probation, suspend, or terminate membership will also be notified in writing of the action pending and their right to appear before the Board of Directors before action is finalized. In the case of proposed termination of membership, it will be required that either a written complaint be received signed by one (1) or more members or termination action be originated by a majority vote of the Board of Directors.

 

ARTICLE VIII

Amendments

 

SECTION I. These Bylaws may be amended by the members of the Club at any Annual Membership Meeting or any Special Membership Meeting called for the purpose of considering proposed amendments thereto. Approval requires a two-thirds majority of those present and voting, including proxy and early votes, acting according to Article V, Section 8.

 

 

 

CERTIFICATE

 

I, George Courville, Secretary, do hereby certify that the within and foregoing constitutes the official Bylaws of the Oak Ridge Country Club, Inc.,, which were approved as amended at the Annual Membership meeting held on January ??

 

 

___________________________                           ____________________________

 

George Courville, Secretary                                David Bradshaw, President

 

John Davis                     Shane Howard               Bryan Kendrick

Mike MacKay                 Jay Mullins                      Kurt Scandlyn

Jody Waddell