DOUGLAS COMMUNITY CLUB & GOLF COURSE

bY-lAWS

of
Douglas Community Club
 

(REVISED  2008)
ARTICLE I
Name
The name of the corporation shall be Douglas Community Club.

 
ARTICLE II
Purpose
The purpose of this Club is to establish, maintain and conduct a club for the accommodation of its member and their guests, and to provide a club house and other recreational convenience, such as a golf course, or such other things that may be for the best interest of the Club and its members.
 
ARTICLE III
Membership
Any person of good character is eligible to membership of he or she complies with these By-Laws and pays the yearly dues fixed by the Board of Directors.  It is not required that a member of the Club be a resident of Converse County, Wyoming.  Non-voting memberships may be granted to concessionaires, golf pros, or employees of the Club at the discretion of the Board of Directors.
 
ARTICLE IV
Capital Stock
There shall be no capital stock of the Club and there shall be no certificates of stock so issued.
 

ARTICLE V
Meetings of Members

Section 1.    The annual meeting shall be held on the second Tuesday of October each year, at 7:30     p.m. but in the event conditions warrant the meeting at an earlier time or later time the Board of Directors may designate any date in the month of October of each year for said meeting.  Prior to said change of date the Secretary shall give the members ten(10) days notice of the change of the date of said meeting.
Section 2. 

The annual meeting and election of directors of the club shall be held at the club house, or at some convenient place in the town of Douglas, as may be determined by the Board of Directors, during the month of October each year.

Section 3.   A special meeting of the members may be called at any time by the President, the Secretary, or any three Directors, and at any such meeting any business of the Club may be transacted.
Section 4. The Board of Directors may submit appropriate matters to be voted on by the members at the annual meeting in accordance with the provisions of this article V.

Members wishing to submit matters to be voted on at the annual meeting shall submit said matters to the Board of Directors on, or before the date of the regular board meeting next preceding the annual meeting.  The Board of Directors shall determine whether or not the matters submitted are appropriate for a membership vote.
All matters to be voted on by the members at the annual meeting shall be mailed to the entire general membership at the addresses on the official membership list maintained by the Board of Directors.  Said notice shall be mailed not less than 25 days prior to the date of the annual meeting.
Nominations for Board of Directors must be submitted to the Board, on or before the second Tuesday of September, in order to be included in the mailing.  Nominations for Board of Directors will be accepted from the floor at the annual  meeting.
Proxies shall be mailed upon request provided for in paragraph (a) above.

Section 5.

The order of business of all meetings of the Club and of the Board of Directors shall be as follows

Roll Call to establish  quorum
Reading of Minutes
Reports of Officers
Reports of Committees
General Business

Election of Directors (annual meetings)

 
ARTICLE VI
Meetings of Directors     
As soon as possible after the annual meeting of the membership, the Directors shall meet and the Directors may have such other meetings as may be necessary to transact any business.  The President, or three members of the Board of Directors can call a special meeting of the Board of Directors, and twenty four hours (24 hours) notice to the Directors is sufficient to legally call such meetings.  Such notices need not be in writing, but may be made by telephone or in person.
 
ARTICLE VII
Quorum  
Section 1.   A quorum of the members shall be one-fourth of the total membership, or twenty(20) members whichever is the lesser, and that this number shall be sufficient to transact any business except as hereinafter provided.
Section 2.  A quorum of the Directors shall be a majority of the duly elected Directors.
 
ARTICLE VIII
Voting  
Section 1. All members shall be entitled to one vote each on any question presented for action and a majority of votes present at any legal meeting is sufficient to carry the matter voted upon, except wherein it is provided otherwise.
Section 2. Directors shall be elected by a plurality vote at the annual meeting.  Each member shall be entitled to vote for as many directors as there are vacancies to be filled.
Section 3.   Members may vote in person or by proxy at the annual meeting.  Proxies shall be signed by the absent member and directed to, and voted by, a member in good standing.
 
ARTICLE IX
Membership Fees
Section 1. The Board of Directors shall have the right to fix the amount of the membership fees to be paid annually by the members, and may in their discretion increase the amount of such assessment for the members who desire to have golf privileges over and above  the amount the regular or social member shall pay.  Such increase shall not give such member any additional votes, except as herein provided.
 
ARTICLE X
Golf Privileges
All members who have golf privileges shall have the exclusive right and control of all golf activities and such additional amount of membership fees so assessed for such privileges shall be expanded by the Board of Directors,  with the  advice of the Golf committee, but shall be utilized only for golfing activities.
 
ARTICLE XI
Property of the Club
Section 1. All property of the Club, or acquired by it, shall be held by the Club in trust, and no member shall ever upon liquidation or dissolving of the Club receive any of the proceeds from any of said property.  All such property shall be utilized for the sole and only purpose of social and recreational purposes for the members of the Club.  It is hereby declared that this shall be a definite irrevocable condition and that no member shall individually profit by the membership of the Club.
Section 2. At the time the Club acquires any real property the Club shall as soon as possible, by action of the Board of Directors with the approval of the membership, prepare and record in Converse County, a Resolution providing that the property so acquired can only be used for the purposes and objects of the Club and if the same is ever transferred or sold, all of the proceeds therefore must be used solely to carry out the Club’s purposes and objects.  Said Resolution shall further provide that no property or proceeds received shall ever be paid to any member as a profit, as a consequence of he or she being a member of the Club.
 
ARTICLE XII
Board of Directors  
Section 1. The business, property and affairs of this Club shall be managed by a Board of Directors composed of seven(7) persons who shall be members of the Club.
Section 2. The Board of Directors shall consist of seven (7) members divided into three groups( two groups of two (2) and one group of three (3))).  Each member of the Board shall be elected for a term of three years.  At the annual meeting each year, three Directors or two Directors shall be elected who shall succeed effective upon  election, the Directors whose term expired on that date.  When any vacancy occurs in the Board of Directors, the Board shall have the power to elect a member to serve as  a Director until the next annual meeting, at which time the membership shall elect a member to serve for the unexpired term of the Directorship which was vacated.
Section 3. The Board shall have power to make, alter and amend any By-Laws, providing that the Directors cannot alter, amend or repeal Article X hereof.
 

ARTICLE XIII
Officers

 
Section 1. The officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be members of,  and elected from and by the Board of Directors.
Section 2.

Duties of Officers

President.  The President shall preside at all meetings of the Club and the Board of Directors, and shall have general supervision over the affairs of the Club, its property and employees.  The President shall be an ex-officio member of all committees.
Vice President.  In the absence of the President, the Vice President shall perform the duties of the President.  Should neither be present at any meeting, A Chairman shall be chosen by vote of the Board of Directors in attendance. The Vice Chairman shall oversee proper assessment of membership.
Secretary.  The Secretary shall keep the records of the meetings of the Club and the list of members, and shall perform such other duties as may, from time to time, be fixed by the Board.  The Secretary shall give notices of all meetings of the Club and of the Board to members thereof, as provided by the By-Laws and shall conduct all correspondence, excepting that pertaining to the office of Treasurer.
Treasurer.  The Treasurer shall collect and discharge the funds as directed by the Board.  The Treasurer or a professional accounting service supervised by the Treasurer, shall keep the accounts in books belonging to the Club, which shall be at all times open to the inspection of the Board of Directors to who the Treasurer shall make monthly reports in writing of the money received and paid out, and the amount of funds on hand.  The Treasurer shall require that the books of the Club be audited or reviewed by a Public Accountant annually.
All checks for the Douglas Community Club’s bank accounts shall require two(2) authorized Board member signatures.
All Board of Directors shall be bonded in an amount determined by the Board of Directors.

Section 3.    The President, with the consent of the Board of Directors, shall appoint from their own number, or from members of the Club, such committees as occasion may require, and as they may deem necessary, and the Board shall define the duties of each committee, provided that the following committees are standing committees : House, Planning and Grounds.  The Chairman of all standing committees shall be a member of the Board of Directors.
Section 4.    There may be appointed by the Board of Directors an Assistant Secretary or Treasurer, who shall perform duties as may be delegated to such person.
 
ARTICLE XIV
Power of Board to Borrow Money or Mortgage Property
The Board of Directors are authorized and empowered to borrow not to exceed the amount of the average annual membership dues paid for any Club purpose that they may deem necessary.  In order to borrow in excess of such amount, or to mortgage any of the Club’s property, said matter shall first be approved by the membership of the Club, at which meeting there shall be in excess of fifty(50) percent of the total membership, and that said matter shall be approved by at least two-thirds of the members present.  That this Article of the By-Laws cannot be amended, altered or changed by action of the Board of Directors but must be so done by a vote of the membership.
 

ARTICLE XV
Amendment of By-Laws

Section 1. Amendments of the By-Laws may be made by the Board of Directors to any Article unless herein prohibited.
Section 2. Amendment of the By-Laws may be made at any regular or special meeting of the membership, providing that written notice of the proposed amendment shall be given at least ten(10) days prior to the meeting, and such notice shall give all members the proposed changes to be made.  A majority vote of a quorum present is sufficient to change the By-Laws, unless the same is limited or a greater number required to make such change is provided herein.
   

These By-Laws were duly approved and adopted as the By-Laws of the Douglas Community Club enacted
December 11, 1956, amended July 5, 1983, amended November 15, 1994, amended September 12, 2000, amended October  13, 2007.
Dated effective the 13th of October, 2007

Gene Pexton, Chairman