Lakewood Golf and Country Club Tullahoma, TN

Lakewood Golf and Country Club Tullahoma, TN - Constitution

LAKEWOOD GOLF & COUNTRY CLUB

TULLAHOMA, TENNESSEE

CONSTITUTION

ARTICLE I

TITLE AND OBJECTIVES

Section 1. This club shall be known as “Lakewood Golf and Country Club” of Tullahoma, Tennessee. It’s objective is to provide and maintain a proper place for enjoyment and recreation for it’s members and their families.

ARTICLE II

GOVERNMENT

Section 1. The government of this Club shall be vested in a nine member Board of Directors who shall be elected on a rotating basis for a period of three (3) years each. In addition, the immediate past president of the Club shall serve as a member of the Board of Directors, ex officio, without vote. The Board of Directors shall manage the Club and have full power to conduct all matters necessary for the general operation and welfare of the Club, including but not limited to the following:

(A) control and management of the grounds, buildings, and property of the Club;

(B) to borrow money in the name of the Club when required for the operation of, or for improvements or expansions to, the Club and its facilities. They may not borrow more than ten (10) percent of the annual operating budget without the vote of the members;

(D) to fix penalties for violations of the Constitution, by-laws and rules.

ARTICLE III

ELECTION OF DIRECTORS

Section 1. Three (3) Directors shall be elected at the annual meeting. The Directors so elected shall serve for a term of three (3) years and thereafter until their successors are elected and installed.

Section2. The election of Directors shall be by voice or by ballot if called for by one-third of the members present and the three (3) nominees receiving the highest number of votes shall be elected.

Section 3. Every certificate-holding member of the Club shall be entitled to one (1) vote for each Director to be elected, provided said member is in good standing.

Section 4. At any election of Directors, members may cast their votes by proxy on such terms as provided in the by-laws.

Section 5. A committee on nominations, consisting of three (3) members, one being a Board member, shall be appointed annually by the President at least thirty (30) days prior to the annual meeting of the membership, for the purpose of nominating Directors to be voted on at the annual meeting. The number of nominees shall be no less than the number of vacancies.

Section 6. The Secretary shall post on the Club bulletin board, the nominations of the Nominating Committee at least ten (10) days prior to the annual meeting and shall mail a list of the nominations to each member entitled to vote at least ten (10) days prior to such meeting. This shall not preclude other nominations which may be made in writing by not less than twenty (20) members of the Club, and when so made and posted on the bulletin board not less than three (3) days before the date of the annual meeting, the name of such person or persons so nominated shall be voted upon at the membership meeting.

Section 7. In case of vacancies on the Board of Directors, the Board shall elect a successor to fill out the unexpired term.

Section 8. Any certificate-holding member of the Club who is in good standing shall be eligible for nomination and election to the Board of Directors.

ARTICLE IV

OFFICERS

Section 1. Within twenty (20) days after the election, the Board of Directors shall meet, install the newly elected Directors, and the new Board shall elect from its number a President, Vice President, Secretary and Treasurer, and these shall constitute the officers of the Club. In addition, the Board may, from time to time, elect such other officers as it deems advisable.

Section 2. The President, or in his absence, the Vice President, shall preside at all meetings and shall execute general supervision and control over the affairs of the Club.

Section 3. The Secretary is responsible for the minutes of all meetings and shall have charge of the records of the Club; give notice of all meetings; conduct the general correspondence of the Club and report on nominations for membership.

Section 4. The Treasurer, supported in the day to day operations by the Manager and staff, shall be responsible to collect, hold and disburse all monies and securities belonging to the Club, which shall at all reasonable times be open to inspection by the members of the Club; establish an account in the name of the Club at a bank directed by the Board of Directors in which he shall keep all monies and securities of the Club. He shall render statements of dues and indebtedness and perform such other duties as may be assigned by the Board of Directors.

Section 5. No compensation of any kind will be paid to the President, the Vice President, the Secretary or the Treasurer, or to any member of the Board of Directors, for their services as such.

Section 6. The term of office of the officers of the Club as in this article defined, shall be one (1) year and thereafter until their successors are chosen. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the entire Board of Directors.

ARTICLE V

MEMBERSHIP MEETINGS

Section 1. An annual meeting of the membership shall be held in the clubhouse on a selected Monday in November or December. The Board of Directors will select this date.

Section 2. Notice of the annual meeting of the membership shall be posted at the clubhouse on the Club bulletin board at least ten (10) days prior to the date of such meeting. Written notice shall be given by mail to each member not less than ten (10) days prior to the date of such meeting. All members, both voting and non-voting, shall be permitted to attend.

Section 3. The Board of Directors may, upon its own motion, and shall, upon the written request of twenty (20) members, call a special meeting of the Club membership by giving at least ten (10) days notice by mail to the members and also posting said notice on the Club bulletin board. The notice of every special meeting shall state the object or objects for which the meeting is called and no other business shall come before the meeting.

Section 4. At any regular, special or called meeting of the membership, it shall be necessary that forty five percent (45%) of the membership be present or represented by proxy to constitute a quorum.

Section 5. Members may cast their vote by proxy at any membership meeting on such terms as may be provided in the by-laws.

Section 6. Wherever the term “membership” or “members” is used in this Article, it shall be deemed to include only certificate-holding members in good standing, unless otherwise stated.

ARTICLE VI

MEMBERSHIP STRUCTURE

Section 1. To be eligible for membership, all persons must be over twenty-one (21) years of age, and all members must be approved by a vote of a majority of the Board of Directors.

Section 2. It is the policy of Lakewood Golf & Country Club to extend membership to qualified persons without regard to race, color, sex, national origin or disability.

(A) The classifications and number of available memberships shall be determined by the Board of Directors. There are two major types of membership:

(1) Certificate-These members, to the exclusion of all others, may vote, hold office, and participate in the Club’s government. They are subject to assessment and shall pay dues and house fees according to their membership classification. (See B below)

(2) Non-Certificate-These members are users only and have no equity interest in the Club assets, but are entitled to privileges and liable for dues and house fees according to their membership classification. (See B below) They are not subject to assessment and may not vote, hold office, or otherwise participate in the government of the Club, except as appointed members of committees.

(B) Classifications of Membership. The membership classifications shall be determined by the Board of Directors.

ARTICLE VII

DUES AND ASSESSMENTS

Section 1. The Board of Directors shall have the power to determine what amount of money shall be paid to the Club as a prerequisite for membership, and to fix the amount that shall be payable to the Club for the issuance of membership certificate or transfer thereof. The Board shall have the power to fix the amount of all dues and house fees. No special or unusual assessment shall be made except with the approval of a majority of certificate members at any meeting called for such purpose or at the annual meeting.

Section 2. Members shall pay dues from the first day of the succeeding month after their election, and shall have club privileges immediately following election, according to the membership classification. All monies received from the sale and transfer of membership, including initiation-transfer fees, shall be maintained separately from all other Club funds, deposited in an interest bearing account.

ARTICLE VIII

PENALTIES

Section 1. In case of the infraction of the Constitution or of any by-law or rule of the Club, or of any conduct on the part of a member which may tend to endanger the good order, welfare or character of the Club, the Board of Directors may, by a vote of two-thirds (2/3) of the members of the Board, fine such member in an amount not to exceed two hundred and fifty dollars ($250.00), or suspend such member from all privileges of membership for a period of not more than six (6) months, and assess such offending member for any amount of damages to the club property resulting from such infraction. If a member shall enter the clubhouse or grounds during the period of suspension, he shall be expelled from membership in the Club.

Section 2. For the causes aforesaid, any member may be expelled by a two-thirds (2/3) vote of the Board of Directors, provided that ten (10) days notice shall have been given the offending member and such members of the Board of the meeting at which such expulsion shall be considered, together with notice of the charge or charges upon which such action is to be considered. Pending such action, the Board may suspend such members in the ordinary way.

Section 3. For misconduct or neglect of duty any member of the Board of Directors may be expelled from office by a majority vote of a quorum of the certificate-holding members of the Club at a special meeting called for that purpose.

Section 4. In case of expulsion of a member, the certificate of membership, if any, of said expelled member shall be cancelled and taken up, and the Club shall purchase the same at the then current price of a certificate as established by the Board, less the transfer fee and after deducting from the proceeds all of the indebtedness of whatsoever nature and kind due to the club from such a member, there shall be remitted to said former member any balance.

ARTICLE IX

CERTIFICATE OF MEMBERSHIP

Section 1. A certificate of membership shall be issued to each incoming certificate member of the Club by the President and the Secretary, upon payment therefor of the amount fixed by the Board of Directors. The total number of such membership certificates issued shall be determined by the Board of Directors.

Section 2. A certificate member may not sell or transfer his certificate to any individual other than as provided in Article IX, Sections 3 and 5. Any certificate member shall have the right to require the Club to purchase his certificate of membership at its then redemption price. However, payment for such certificate shall be made by the Club at such time as the redeemed certificate is reissued to a new member unless the Board affirmatively determines to retire a certificate. If a certificate is retired, payment shall be made within sixty (60) days of the receipt by the Club of such certificate, properly endorsed. The redemption price shall be the then current price of a certificate as established by the Board, less the transfer fee.

Section 3. In the event of the death of a certificate member of the Club, the surviving widow or widower of such deceased member shall be entitled to membership, and a transfer of said certificate shall be made to such survivor, without the payment of any transfer fee, if such survivor notifies the Club of the intent to retain said certificate.

Section 4. The certificate of membership held by any member of this Club shall always be charged with and subject to a lien for arrearages of dues and penalties, or other lawful indebtedness which shall be due to the Club by the holder thereof, and the Club shall not recognize nor permit any sale of any such certificate of membership until such dues, penalties or other lawful indebtedness due from the member shall have first been paid, either by the member or the party to whom he may sell the certificate, and the party to whom the certificate is issued shall hold the same subject in all respects to the Constitution, by-laws, or amendments thereto, and any party to whom it may be transferred shall take and hold it upon the same terms and conditions.

Section 5. Each certificate of membership shall be numbered, and bear the signature of the President and the Secretary and shall be issued in numerical order from the Certificate of Membership book. A full record of each certificate of membership, as issued, must be entered on the corresponding stub of the Certificate of Membership book. All transfers of certificates shall be made upon the proper books of the Club and must be accompanied by the surrender of the endorsed certificate representing the transferred membership. Surrendered certificates shall be cancelled and attached to the corresponding stub in the certificate book and new certificates issued to the parties entitled thereto. The Board of Directors may order a new Certificate of Membership to be issued in the place of a certificate misplaced, lost or destroyed, by proof of such fact by the owner thereof.

Section 6. The Board of Directors may, upon written request from the member, grant an inactive status for business or medical reasons for a period of not less than one (1) year and not to exceed one (1) year. During such period of inactive status, dues and kitchen fees may be suspended, but any debt retirement levy in effect must be paid. Club privileges are suspended during such periods.

ARTICLE X

AMENDMENTS

Section 1. This constitution may be amended at any meeting of the Club by a majority vote of those certificate members present or in person or by proxy provided a copy of the proposed amendment shall be filed with the Board of Directors and a copy subscribed to by at least twenty (20) certificate-holding members of the Club shall have been posted for at least twenty (20) days before the meeting.

ARTICLE XI

STANDING COMMITTEES

Section 1. The Treasurer shall chair the finance committee and shall establish financial procedures, prepare a proposed annual budget and financial statement and at least annually review the types and amounts of insurance coverage to be maintained for the protection of the Club’s property and against loss or liability including workers compensation insurance. No Club funds may be expended except in accordance with procedures established by this committee and adopted by the Board of Directors. The Manager shall serve on this committee.

Section 2. The Membership Chairman shall investigate and pass upon all applications for membership and report the findings and recommendations to the President and the Board of Directors.

Section 3. The Golf Committee shall establish rules for play on the golf course, schedule and plan all intra-club, inter-club and outside tournaments and matches, and coordinate all golf related activities. The golf professional shall serve on the golf committee in an advisory capacity.

Section 4. The Greens Committee shall advise on the upkeep and maintenance of the clubhouse grounds, the golf course and other golf related property, and shall establish rules for the use of golf carts and the closing of the course because of weather conditions. The golf professional and greens keeper shall serve on this committee in an advisory capacity.

Section 5. The House Committee shall have supervision over and responsibility for all matters pertaining to the maintenance (except exterior) and operation of all activities in the clubhouse. This committee shall recommend such rules as it deems necessary to govern the use of the clubhouse and its facilities. The manager shall serve on this committee in advisory capacity.

Section 6. The Pool Committee shall establish rules for use of the swimming pool and plan and arrange activities to encourage maximum participation by members and their families.

Section 7. The Tennis Committee shall establish rules for use of the tennis facilities, schedule and plan all intra-club, and outside tournaments and matches, and coordinate all tennis related activities.

Section 8. The Long-Range Planning Committee shall consider, develop and evaluate proposals for changes and improvements in the Club facilities, procedures and activities, and shall formulate short range and long range plans involving major policy decisions.

Section 9. The Social Committee shall have supervision over and responsibility for all matters pertaining to outdoor and indoor social events, such as dances, bridge parties, swim parties, special dining events, etc.

Section 10. Ex-Officio Members. The President and Manager (or his designated assistant) shall be ex-officio members of all forenamed committees.

Section 11. Limitations.

(A) All procedures, rules and plans developed shall become effective only with the prior approval of the Board of Directors.

(B) It is the responsibility of the Manager to approve expenditures of club funds within approved budget limits and to hire, fire and discipline employees. No committee or chairman thereof may spend club funds or obligate the Club in any way without the expressed prior approval of the Board of Directors. Committees are advisory only.

(C) Committees shall perform such other duties as may be directed from time to time by the President and Board of Directors. The President may appoint such additional committees as he deems appropriate.

ARTICLE XII

INDEMIFICATION OF DIRECTORS AND OFFICERS;

STANDARDS OF CONDUCT

(A) To the extent allowed by the laws of the State of Tennessee, no present or future director of the corporation shall be liable to the corporation (or his or her estate, heirs and personal representatives) shall be liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director of the corporation. Any liability of a director (or his or her estate, heirs and personal representatives) shall be further eliminated or limited to the fullest extent allowed by the laws of the State of Tennessee, as may hereafter be adopted or amended.

(B) With respect to claims or liabilities arising out of service as a director or officer of the corporation, the corporation shall indemnify and advance expenses to each present and future director and officer (and his or her estate, heirs and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.

ARTICLE XIII

DISTRIBUTION OF ASSETS UPON DISSOLUTION

Upon dissolution of the corporation, whether voluntary or involuntary, the assets of the corporation shall be sold and, after payment of all lawful debts of the Club, the proceeds of the sale divided equally among the certificate-holding members.

Untitled Document

Lakewood Golf & Country Club

1900 Country Club Drive - Tullahoma, TN 37388

Phone: 931.455.8770 - Fax: 931.454.0757 - Email: