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1967/11/02 Golf Course Corporation Bylaws 411 WJML:RFR'"'Lo 7/5/67 20c BYLAWS OF CITY OF ROHNERT PARK GOLF COURSE CORPORATiCN ARTICLE I SECTION 1, Members . The members of the Corporation, from time to time, will consist of those persons who are pre- scribed as such by its Articles of Incorporation, as then amended. ARTICLE II RIGHTS AND LIABILITIES OF MEMBERS SECTION 1. Property interest of members . No member of the Corporation shall have any right, title or interest in or to any property or assets of the Corporation either prior to or at the time of any liquidation or dissolution of the Corporation, all of which properties and assets shall at the time of any liquidation or dissolution vest in the City of Rohnert Park, County of Sonoma, State of California, (herein called the "City ") as provided in the Articles of Incorporation of the Corporation. SECTION 2 . Nonliability for debts . The private prop- erty of the members shall be exempt from execution or other liability for any debts of the Corporation and no member shall. be liable or responsible for any debts or liabilities of the Corporation, ARTICLE III MEETINGS OF MEMBERS SECTION 1. Annual Meeting. The annual meeting of the members shall be held on the first Tuesday in April of each year, beginning with the year 1968, at the principal office of the Corporation in the City, unless a different time and place in the City is provided in the notice of the meeting, for the purpose of electing directors, passing upon reports for the previous fiscal year and transacting such other business as may come before the meeting. It shall be the responsibility of the Board to make adequate plans and preparations for the annual meeting. If the day fixed for the annual meeting shall fail on a legal holiday, such meeting shall be held on the next suc- ceeding business day . Failure to hold the annual meeting at s • the designated time shall not work a forfeiture or dissolution of the Corporation and in the event of such failure the annual meeting shall be held within a reasonable time thereafter . SECTION 2 . Special meetings , Special meetings of the members may be called by resolution o.f the Board, or upon a. written request signed by any two (2) directors, or by the President, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. Special meetings cf the members may be held at any place specified in the notice of the special meetings and need not be held within the said City . SECTION 3. Notice of members , meetings . Written notice stating the place, day and hour of the meeting and, in case of a special meeting or an annual meeting at which business re- quiring special notice is to be transacted, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than thirty-five days before the date of the meeting, either personally or by mail, by or at the direction of the Secretary, or upon his default, by any director or by the persons calling the meeting, to each member . If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Corporation, with postage thereon prepaid. The failure of any member to receive notice of an annual or special meeting of the members shall not invalidate any action which may be taken by the members at any such meeting. SECTION 4, Quorum, A majority of the total number of members (present in person or by proxy ) shall constitute a quorum. If less than a quorum is present at any meeting, a majority of those present in person or by proxy may adjourn the meeting from time to time without further notice. SECTION 5e Voting. Each member shall be entitled to only one vote upon each matter submitted to a vote at a meeting of the members_ except tnat in any election of any one or more directors of the Corporation, each member shall have the right to vote in person or by proxy for as many persons as there are directors to be elected or to accumulate such votes and give one candidate as many votes as the number of directors to be elected, or to distribute such votes equal to the number• of directors to be elected among as many candidates for such election as such member may think fit. All questions shall be decided by a vote of a majority of the members voting thereon in person or by proxy, except as otherwise provided by law, the Articles of Incorporation or these Bylaws . SECTION 5, Order of business . The order of business at the annual meeting of the members and, so far as possible, at all other meetings of the members, shall be essentially as follows, except as otherwise determined by the members at such meeting -2- 411 !II 1 . Report on the number of members present in person or by proxy in order to determine the existence of a quorum, 2 . Reading of the notice of the meeting and proof of the mailing thereof, or the waiver or waivers of notice of the meeting, as the case may be. 1. Reading of unapproved minutes of previous meetings of the members and the taking of necessary action thereon. 4. Presentation and consideration of reports of officers, trustees and committees . . Election of directors . 6. 1Jnf tnishd business . New business . 8. Adjournment . ARTICLE IV DIRECTORS SECTION 1 . General powers . The business an.d affairs of the Corporation shall be managed by a board of three directors which shall exercise all of the powers of the Corporation except such as are by law, the Articles of Incorporation or these Bylaws conferredupon or reserved to the members . SECTION 2. Election and tenure of office. The time of election, and tenure of directors shall be as specified in the Articles of Incorporation, as from time to time amended. Directors may be elected by the holders of the outstanding bonds of the Corporation under certain conditions in accordance with pro- visions of the Articles of Incorporation. Directors to be elected by th.e members may be elected by a plurality vote of the members present at the meeting concerned. SECTION 3. Nominations . Not more than 90 nor less than 60 days prior to the date of a meeting of the members of the Corporation at which the directors are to be elected, the Board shall appoint a committee on nominations consisting of not less than two (2 ) nor more than three (3) members of the Corporation. Not later than 50 days prior to the meeting concerned, the said committee shall prepare and post at the principal office of the Corporation a list of persons (which shall , if feasible, include at least two candidates for each directorship to be elected) selected by the said committee as candidates for election by the members of the Corporation as members of the Board. Any one or more groups , each consisting of at least 20% of the total member- ship, may make other nominations by a petition filed with the Secretary of the Corporation not less than 40 days prior to the meeting concerned and, the Secretary shall post such nominations at the same place where the list of nominations of the committee is posted. -3- 411 The Secretary shall (within the period pre- scribed in Section 3 of Article III hereof for the mailing of the notice of such meeting, either separately or with such notice ) mail a statement of the number of members of the Board of Directors then to be elected by the members of the Corpo- ration and the names of the various candidates nominated there- for as aforesaid, separately specifying the nominations made by the said committee and the nominations, if any., made by any such petition. The ballot to be used at the election shall separately list the names of the candidates nominated by the committee and those nominated by any such petition., Additional nominations of candidates for election by the members of the Corporation as members to the Board of Directors may also be made at the meeting concerned. SECTION 4. Removal of directors by members . If one or more petitions signed by at least 20% of the members of the Corporation shall be filed with the Secretary (at any time other than within 15 days prior to an annual meeting ) requesting that a meeting of the members of the Corporation be called to vote upon the removal of a director elected by the members of the Corporation , the President shall call a special meeting of the members of the Corporation not later than 15 days after such petition shall have been filed and notice of such meeting shall be delivered within the time prescribed in Section 3 of Article III hereof. The question of the removal of such director shall be considered and voted upon at such meeting and any vacancy created by such removal may be filled by the vote of the members at such meeting without compliance with the provisions of Section 3 of this Article. SECTION 5, Vacancies . Subject to the provisions of foregoing Section 4 with respect to the filling of vacancies caused by the removal of directors by the members, a vacancy occurring in the Board (including a vacancy occurring as a re- sult of a removal which has not been filled in the manner pro- vided in Section 4 of. this Article) shall be filled by the affirmative vote of a majority of the remaining directors for the unexpired portion of the term. SECTION 6. Compensation. Neither directors nor officers shall receive any salary for their services except that by reso- lution of the Board, actual expenses of attendance , if any. may be allowed for attendance at meetings of the Board. In no event shall the total expenses paid to directors or officers for attendance at meetings during any one year exceed $1.00. No director or officer shall receive compensation for serving the Corporation in any other capacity, nor shall any close rela- tive of a director or officer receive compensation for serving the Corporation. The term "close relative " as used herein snail mean any brother or sister of any director or officer, the forebears and descendants of a director or officer or any such brother or sister and any spouse of a director or officer or any aforesaid person. • • ARTICLE V MEETINGS OF DIRECTORS SECTION 1e Regular meetings . A regular meeting of the Board shall be held without notice , immediately after, and at the same place as, the annual meeting of the members . A regular meeting of the Board shall also be held quarterly at such time and place in said City, as the Board may provide by resolution. Such regular quarterly meeting may be held without notice other than such resolution fixing the time and place thereof, SECTION 2 , Special meetings , Special meetings of the Board may be called by the President or by any director, and it shall thereupon be the duty of the Secretary to cause notice of such meeting to be given as hereinafter provided. The President or the director calling the meeting shall fix the time and place (which may or may not be in said City ) for the holding of the meeting. SECTION 3 . Notice of directors ' meetings . Written no- tice of the time, place and purpose of any special meeting of the Board shall be delivered to each director not less than three days previous thereto either personally or by mail, by or at the direction of the Secretary, by the President or the directors calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his address as it appears on the records of the Corporation, with postage thereon prepaid . SECTION 4. Quorum. A majority of the then members of the Board shall constitute a quorum, provided, that if less than such majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time; and provided further, that the Secretary shall notify any absent directors of the time and place of such adjourned meeting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. ARTICLE VI OFFICERS SECTION to Number. The officers of the Corporation snall be a President, Vice President, Secretary, Treasurer and such other officers as may be determined by the Board from time to time to perform such duties as may be designated by the Board. The President and Vice President shall be members of the Board, but none of the other officers need be members of the Board unless otherwise required by applicable law. Any officer of the Corporation who is not a director of the Corporation may also perform legal or other professional services for the Corpo- ration; provided that the foregoing shall not be deemed to limit or restrict any right of any officer of the Corporation to enter into any contractual or other relationship with the Corporation, -5- SECTION 2 . Election and term of office . The officers shall be elected by ballot, annually by the Board at the meeting of the Board held immediately after the annual meeting of the members . If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as con- veniently may be . Each officer shall hold office until the first meeting of the Board following the next succeeding annual meeting of the members or until his successor shall have been elected and shall have qualified . Except as otherwise provided in these Bylaws , the vacancy in any office shall be filled by the Board for the unexpired portion of the term. SECTION 3. Removal of officers and agents by directors . Any officer or agent elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby . SECTION 4, President, The President (a) shall be the principal executive officer of the Corporation and, unless otherwise determined by the members of the Board, shall preside at all meetings of the members and the Board: (b ) may sign any deeds , mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and (c ) shall in general perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time. SECTION 5 . Vice President . In the absence of the Presi- dent, or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President ., The Vice President shall also perform such other duties as from time to time may be assigned to him by the Board. SECTION 6, Secretary, The Secretary shall : (a) keep the minutes of the meetings of the members and of the Board in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with these Bylaws or as required by Law; (c ) be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corpo- ration to documents, the execution of which on behalf of the Corporation under its seal is duly authorized in ac- cordance with the provisions of these Bylaws; -6- (d) keep a register of the names and post office addresses of all members; (e) nave general charge of the books of the Corpo- ration.; (f) keep on file at all times a complete copy of the Articles of Incorporation and Bylaws of the Corporation containing all amendments thereto (which copy shall always be open to the inspection of any member ) and, at the ex- pense of. the Corporation, forward a copy of the Bylaws and of all amendments thereto to each member; and (g) in general perform all duties incident to the office of Secretay and such other duties as from time to time may be assigned to him by the Board . SECTION 7. The Treasurer. . The Treasurer shall° (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) be responsible for the receipt of and the is- suance of receipts for all moneys due and payable to the Corporation and for the deposit of all such moneys in the name of the Corporation in such bank or banks as shall be selected in accordance with the provisions of these Bylaws and (c) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him. by the Board. SECTION 8 . Bonds of officers . The Treasurer and any other officer or agent of the Corporation charged with respon- sibility for the custody of any of its funds or property shall give bond in such sum and with such surety as the Board shall determine . The Board in its discretion may also require any other officer, agent or employee of the Corporation to give bond in such amount and with such surety as it shall determine. SECTION 9. Compensation. The powers , duties and com- pensation of officers, agents and employees shall be fixed by the Board, subject to the provisions of. these Bylaws with respect to compensation for directors and close relatives of directors . SECTION 10. Reports . The officers of the Corporation shall submit at each annual meeting of the members reports covering the business of the Corporation for the previous fiscal year . Such reports shall set forth the condition of the Cor- poration at the close of such fiscal year , - 7 - ARTICLE VII NONPROFIT OPERATION The Corporation shall at all times be operated on a non- profit basis and no interest or dividends shall be paid or payable by the Corporation to any member as such, ARTICLE VIII DISPOSITION OF PROPERTY Except (subject to the provisions of any applicable law) for any transfers or assignments contemplated by the Articles of Incorporation, the Corporation may not sell, mortgage, lease or otherwise dispose of or encumber all or substantially all of its property unless such sale, mortgage , lease or other dis- position or encumbrance is authorized at a meeting (the notice of which shall include a notice of such proposed transaction) of the members thereof by the affirmative vote of not less than a majority of the members of the Corporation; provided, however, that notwithstanding anything herein contained, the Board, without authorization by the members thereof, shall (if permit- ted by applicable law ) have full power and authority to authorize the execution and delivery of a mortgage or mortgages or a deed or deeds of trust upon, or the pledging or encumbering of, any part or all of the property, assets, rights,, privileges, licenses, franchises and permits of t.ne Corporation, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the Board shall determine, to securE any indebtedness of the Cor- poration. ARTICLE IX SEAL The corporate seal of. the Corporation shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal " and "California ". ARTICLE X FINANCIAL TRANSACTIONS SECTION 1. Contracts , Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Cor- poration, and such authority may be general or confined to specific instances . -8- • • SECTION 2 . Checks, drafts, etc. All checks, drafts or other orders for the payment of money, and all notes , bonds or other evidences of indebtedness issued in the name of the Cor- poration shall be signed by such officer or officers, agent or agents, employee or employees of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. SECTION 3. Deposits . All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such bank or banks as the Board may select. SECTION 4 , Fiscal year. The fiscal year of the Cor- poration shall begin on the first day of July of each and every year and shall end on the last day of June , ARTICLE XI MISCELLANEOUS SECTION 1 . Waiver of notice . Any member or director may waive in writing any notice of a meeting required to be given by these Bylaws. The attendance of a member or director at any meeting shall constitute a waiver of notice of such meeting by such member or director, except in case a member or director shall attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened. SECTION 2. Rules and regulations . The Board shall have power to make and adopt such rules and regulations, not in- consistent with law, the Articles of Incorporation or these Bylaws, as it may deem. advisable for the management of the business and affairs of the Corporation. SECTION 3. Accounting system and reports . The Board shall cause to be established and maintained, in accordance with generally accepted principles of accounting, an appropriate ac- counting system. The Board shall also, after the close of each fiscal year, cause to be made a full and complete audit by a certified public accountant of the accounts , books and financial condition of the Corporation as of the end of such fiscal year. Such audit reports shall be submitted to the members at the fourth regular meeting after the close of the fiscal year . .ARTICLE XII PRINCIPAL OFFICE SECTION .i . Principal. Office . The principal office for the transaction of the business of the Corporation is fixed and located at 6950 Commerce Boulevard, in the City of Rohnert Park, County of Sonoma, State of California. -9- S ARTICLE XIII AMENDMENTS These Bylaws may be altered, amended or repealed by the affirmative vote of three-fifths of the members present at any regular or special meeting, provided a quorum as provided in these Bylaws be present and provided the notice of such meeting shall have contained a copy of the proposed alteration, amend- ment or repeal . Notwithstanding the foregoing, Section 1 of Article II and Section 5 of Article IV of these Bylaws may not be altered, amended or repealed and Section 6 of Article IV of these Bylaws may not be altered, amended or repealed so as to permit compensation to a director to exceed $100 per year or compensation to all directors to exceed $500 per year. We, the undersigned, being all of the members of the CITY OF ROHNERT PARK GOLF COURSE CORPORATION, a nonprofit corporation, hereby assent to the foregoing Bylaws, and adopt the same as the Bylaws of said Corporation , IN WITNESS WHEREOF, we have hereunto subscribed our names this 2nd day of November , 1967 , /5))/Z-74.4_4-14) "(16/7.e JAMES Wo HARRIS 17 DONALD L, DAVIS LAWRENCE S. SWENSON Directors of CITY OF ROHNERT PARK GOLF COURSE CORPORATION, a. Non- profit Corporation -10-