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GLASS HILL GOLF CLUB, INC. BY-LAWS

MAY, 2001

 

 

ARTICLE I

 

NAME AND PURPOSE OF THE CORPORATION

 

                SECTION 1.  THE NAME OF THE CORPORATION SHALL BE THE GLASS HILL GOLF CLUB, INC., HEREINAFTER REFERRED TO AS “THE CORPORATION” OR “THE CLUB”.

 

                SECTION 2.  THE PURPOSE OF THE CORPORATION SHALL BE SUCH AS IS SET FORTH IN THE CERTIFICATE OF INCORPORATION OF THE GLASS HILL GOLF CLUB, INC. AND ANY AMENDMENTS THERETO.

 

                SECTION 3.  THE CORPORATION SHALL UPHOLD THE COVENANT ATTACHED TO THE DEED CONVEYING THE CLUB PROPERTY AS FOLLOWS: ‘THAT THE PREMISES HEREIN CONVEYED SHALL BE USED SOLELY FOR PRIVATE GOLF CLUB AND COUNTRY CLUB PURPOSES AND/OR RELATED RECREATIONAL ACTIVITIES IN PERPETUITY.’

 

ARTICLE II

 

MEMBERSHIP AND DUES

 

                SECTION 1.  THE MEMBERSHIP OF THE CORPORATION SHALL CONSIST OF THOSE MEMBERS THAT ARE IN GOOD STANDING. 

 

                SECTION 2.   MEMBERSHIP MAY BE OBTAINED IN THE FOLLOWING MANNER:

 

                                A.) APPLICATION FOR MEMBERSHIP SHALL BE IN WRITING AND PROPOSED BY AT LEAST TWO MEMBERS IN GOOD STANDING.

 

                                B.) MEMBERSHIP WILL BECOME EFFECTIVE UPON APPROVAL OF THE APPLICATION BY A MAJORITY VOTE OF THE BOARD OF DIRECTORS , AND UPON PAYMENT OF ALL REQUIRED FEES.

 

                                C.) IN RARE INSTANCES, THE BOARD OF DIRECTORS MAY GRANT AN HONORARY MEMBERSHIP IN RECOGNITION OF EXCEPTIONAL SERVICE TO THE CLUB.

 

                SECTION 3.  A MEMBER MAY RESIGN FROM THE CORPORATION BY PRESENTING A WRITTEN STATEMENT OF RESIGNATION TO ANY CURRENT BOARD MEMBER.

 

                SECTION 4.  A MEMBER MAY BE EXPELLED FROM THE CORPORATION FOR VIOLATION OF THE BY-LAWS OR FOR OTHER CAUSE PREJUDICIAL TO THE BEST INTERESTS OF THE CORPORATION. SUCH EXPULSION SHALL BE BY A VOTE OF AT LEAST TWO-THIRDS OF ALL THE DIRECTORS CURRENTLY SERVING ON THE BOARD AT A DULY CALLED MEETING.

 

                SECTION 5.  RESIGNATION OR EXPULSION FROM MEMBERSHIP SHALL RESULT IN THE FORFEITING OF ALL RIGHTS TO ANY PROPERTY OF THE CORPORATION, EXCEPT AS SAME MAY OTHERWISE BE PROTECTED BY A CERTIFICATE OF INDEBTEDNESS OR LIKE INSTRUMENT.

 

                SECTION 6.  ANNUAL DUES AND ANY OTHER FEES SHALL BE AS FIXED BY THE BOARD OF DIRECTORS.

 

                SECTION 7.  MEMBERS WHOSE DUES REMAIN UNPAID AFTER THE DUE DATE SHALL

FORFEIT RIGHTS OF MEMBERSHIP AND SHALL CEASE TO BE MEMBERS WHEN SAID DUES SHALL HAVE REMAINED UNPAID FOR SIXTY (60) DAYS, UNLESS THE BOARD OF DIRECTORS OTHERWISE DIRECTS.

 

                SECTION 8.  NO MEMBER OF THE CORPORATION SHALL INCUR ANY DEBT OR OTHER OBLIGATION ON

BEHALF OF THE CLUB WITHOUT PRIOR APPROVAL OF THE BOARD OF DIRECTORS.

 

ARTICLE III

 

DIRECTORS

 

                 SECTION 1.  EACH OF THE NINE (9) DIRECTORS SHALL BE ELECTED FOR A TERM OF THREE (3) YEARS BY A

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MAJORITY OF MEMBERS ELIGIBLE TO VOTE. SUCH ELECTION SHALL BE IN A MANNER SUCH THAT THREE (3) DIRECTORS ARE ELECTED EACH YEAR. (IN THE FIRST YEAR OF ADOPTION OF THESE BY-LAWS, THIS WILL NECESSITATE THE ELECTION OF THREE DIRECTORS FOR EACH OF THREE, TWO AND ONE YEAR TERMS, BASED ON VOTE COUNT IN A DESCENDING ORDER, MOST TO LEAST.)

 

                SECTION 2. NINE (9) PERSONS SHALL BE ELECTED BY THE MEMBERS, THREE (3) OF WHOM MUST MAINTAIN SOME BONA FIDE RESIDENCE IN AN AREA CIRCUMSCRIBED BY A CIRCLE HAVING A RADIUS OF TWO (2) MILES WITH A CENTER LOCATED AT THE CENTER OF THE PRESENT GLASS HILL GOLF CLUB, INC. PROPERTY ON DOVER ROAD, TOWN OF RUSSIA, HERKIMER COUNTY, NEW YORK.

 

                 SECTION 3.  ANY ADULT MEMBER IS ELIGIBLE TO SERVE AS A DIRECTOR.

 

                SECTION 4.  VACANCIES IN THE BOARD MAY BE FILLED, UNTIL THE NEXT ANNUAL MEETING, BY A MAJORITY VOTE OF THE REMAINING DIRECTORS AT THE NEXT DULY CALLED MEETING.

 

                SECTION 5.  NO PERSON SHALL SERVE MORE THAN THREE CONSECUTIVE TERMS AS A DIRECTOR. THIS SHALL NOT PREVENT A PREVIOUS DIRECTOR FROM SERVING AS A TEMPORARY APPOINTEE UNDER ARTICLE III, SECTION 4.

 

                SECTION 6.  A DIRECTOR MAY BE REMOVED FROM OFFICE FOR VIOLATION OF THE BY-LAWS OR FOR OTHER CAUSE PREJUDICIAL TO THE BEST INTERESTS OF THE CORPORATION. THE BOARD OF DIRECTORS MAY ENTERTAIN CHARGES AGAINST ANY DIRECTOR AND ACT ACCORDINGLY. DISMISSAL SHALL BE BY A VOTE OF AT LEAST TWO-THIRDS OF ALL OF THE DIRECTORS CURRENTLY SERVING ON THE BOARD AT A DULY CALLED MEETING.

 

                SECTION 7.   ALL DIRECTORS SHALL SERVE WITHOUT COMPENSATION IN ANY FORM, OTHER THAN AS ENTITLED TO REIMBURSEMENT FOR PROPERLY APPROVED EXPENSES.

 

ARTICLE IV

 

OFFICERS

 

                SECTION 1.  THE OFFICERS OF THE CORPORATION SHALL CONSIST OF A PRESIDENT, VICE PRESIDENT, SECRETARY AND TREASURER. ALL OFFICERS MUST BE MEMBERS, IN GOOD STANDING, OF THE CORPORATION. THE PRESIDENT AND VICE PRESIDENT MUST BE

DIRECTORS OF THE CORPORATION.

 

                SECTION 2.  OFFICERS SHALL BE ELECTED BY A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR A ONE YEAR TERM AND SHALL HOLD OFFICE FOR SUCH PERIOD OR UNTIL THEIR SUCCESSORS ARE DULY ELECTED. SUCH ELECTION SHALL FOLLOW THE ANNUAL MEETING AT THE EARLIEST OPPORTUNITY. ANY VACANCY IN OFFICES SHALL BE APPOINTED IN THE SAME MANNER AS IN ARTICLE III, SECTION 4.

 

                SECTION 3.  NOTICE OF THE ELECTED DIRECTORS AND OFFICERS SHALL BE POSTED IN THE CLUBHOUSE IMMEDIATELY FOLLOWING THEIR ELECTION.

 

ARTICLE V

 

MEETINGS OF MEMBERS

 

                SECTION 1.  A MEETING OF MEMBERS OF THE CORPORATION SHALL BE HELD ANNUALLY DURING THE MONTH OF MAY FOR THE PURPOSE OF ELECTING DIRECTORS AND THE NOMINATING COMMITTEE AND FOR TRANSACTING SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

 

                SECTION 2.  NOTICE OF THE ANNUAL MEETING SHALL BE MAILED TO EACH MEMBERSHIP AT THE ADDRESS APPEARING ON THAT YEAR’S CORPORATE RECORDS NOT MORE THAN THIRTY (30) NOR LESS THAN FIFTEEN (15) DAYS IN ADVANCE OF SAID MEETING.  THE NOTICE SHALL INCLUDE THE NOMINATING COMMITTEE’S SLATE OF PROPOSED DIRECTORS FOR THE ENSUING ELECTION, ANY INDEPENDENT NOMINATIONS AND A PROXY STATEMENT THAT CAN BE PROPERLY EXECUTED AND RETURNED BY EACH MEMBER ENTITLED TO VOTE AT SAID MEETING.

 

                SECTION 3.  SAID ANNUAL MEETING SHALL BE HELD AT SUCH TIME AND PLACE AS THE NOTICE DESIGNATES.

 

                                                                                                                                                                                                               

 

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                SECTION 4.  SPECIAL MEETINGS OF MEMBERS MAY BE CALLED AT ANY TIME BY THE PRESIDENT, BY A MAJORITY OF THE BOARD OF DIRECTORS, OR UPON WRITTEN PETITION TO THE BOARD BY TEN (10) OR MORE MEMBERS OF THE CORPORATION. NOTICE OF SPECIAL MEETINGS OF MEMBERS SHALL BE GIVEN IN THE SAME MANNER AS THE ANNUAL MEETING AND INCLUDE THE PURPOSE(S) OF SUCH MEETING. ACTION SHALL BE CONFINED TO THE ANNOUNCED PURPOSE(S).

 

                SECTION 5.   EVERY MEMBER HAVING REACHED THE AGE OF TWENTY ONE (21) YEARS ON OR BEFORE THE DATE OF THE MEETING SHALL BE ENTITLED TO ONE VOTE.

 

                SECTION 6.  THE PRESENCE, EITHER IN PERSON OR BY PROXY, OF FIFTEEN (15) PERCENT OF THE MEMBERS OF THE CORPORATION ENTITLED TO VOTE SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS AT ANY REGULAR OR SPECIAL MEETING OF THE CORPORATION.

 

ARTICLE VI

 

MEETINGS OF DIRECTORS

 

                SECTION 1.  REGULAR MEETINGS OF THE BOARD OF DIRECTORS SHALL BE HELD ON A REGULAR MONTHLY BASIS (A MINIMUM OF TEN (10) TIMES PER YEAR) AT SUCH TIMES AND PLACES AS THE PRESIDENT SHALL DESIGNATE.

 

                SECTION 2.   THE SECRETARY, UPON THE ADVICE OF THE PRESIDENT, SHALL GIVE

NOTICE TO ALL DIRECTORS, EITHER PERSONALLY OR BY MAIL, OF REGULAR MEETINGS OF THE BOARD OF DIRECTORS.

 

                SECTION 3.   SPECIAL MEETINGS OF THE BOARD OF DIRECTORS MAY BE CALLED AT ANYTIME UPON THE REQUEST OF THE PRESIDENT OR ANY THREE (3) MEMBERS OF THE BOARD OR UPON WRITTEN PETITION TO THE BOARD BY TEN (10) OR MORE MEMBERS OF THE CORPORATION. NOTICE TO BE THE SAME AS FOR REGULAR MEETINGS.

 

                SECTION 4.   THE BOARD OF DIRECTORS MAY MAKE SUCH RULES AND REGULATIONS COVERING ITS MEETINGS AS IT MAY, IN ITS DISCRETION, DEEM NECESSARY.

 

                SECTION 5.   COMMITTEES, AS THE PRESIDENT OR BOARD MAY DEEM EXPEDIENT OR ESSENTIAL (EXCEPT THE NOMINATING COMMITTEE), SHALL BE SUBJECT TO APPROVAL BY THE BOARD OF DIRECTORS.

 

                SECTION 6.  EACH MEMBER OF THE BOARD OF DIRECTORS IS ENTITLED TO ONE VOTE. VOTES BY PROXY ARE NOT ALLOWED.

 

                SECTION 7.  THE PRESENCE OF A MAJORITY OF THE BOARD OF DIRECTORS SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS.

 

ARTICLE VII

 

DUTIES OF DIRECTORS AND OFFICERS

 

                SECTION 1.  THE GENERAL MANAGEMENT OF THE AFFAIRS OF THE CORPORATION SHALL BE VESTED IN THE BOARD OF DIRECTORS. THIS SHALL INCLUDE RETAINING THE SERVICES OF EMPLOYEES WITH COMPENSATION TO BE FIXED ANNUALLY BY THE BOARD.

 

                SECTION 2.  IT SHALL BE THE RESPONSIBILITY OF THE BOARD OF DIRECTORS TO CONDUCT THE BUSINESS OF THE CORPORATION FOR THE BENEFIT OF THE MEMBERS AND IN A MANNER THAT AVOIDS, TO THE MAXIMUM EXTENT POSSIBLE, ANY INFRINGEMENT UPON THE RIGHTS AND QUALITY OF LIFE OF ADJACENT AND/OR NEARBY PROPERTY OWNERS. IT SHALL HAVE THE POWER TO MAKE SUCH RULES AND REGULATIONS AS IT MAY DEEM NECESSARY, CONSISTENT WITH THESE PURPOSES.

 

                SECTION 3. THE BOARD OF DIRECTORS SHALL NOT AUTHORIZE OR INCUR ANY DEBT OR OBLIGATION IN EXCESS OF TWENTY PERCENT (20%) OF THE PREVIOUS FISCAL YEAR’S OPERATING INCOME, BUT NOT LESS THAN TWENTY THOUSAND DOLLARS ($20,000), FOR ANY SINGLE CAPITAL PROJECT WITHOUT THE MAJORITY APPROVAL OF THE MEMBERS OF THE CLUB. THIS RESTRICTION EXCLUDES EXPENDITURES FOR NECESSARY REPAIRS AND MAINTENANCE. SUCH APPROVAL MAY BE AT ANY ANNUAL OR SPECIAL MEETING OF THE CORPORATION.

 

                SECTION 4.  THE BOARD OF DIRECTORS SHALL PROVIDE FOR CONTINUOUS AND ADEQUATE INSURANCE TO

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PROTECT THE CORPORATION AGAINST FINANCIAL LOSS. ADDITIONALLY, THEY SHALL PROVIDE FOR AN ANNUAL INDEPENDENT REVIEW OF THE CORPORATION’S FINANCIAL RECORDS.

 

                SECTION 5.  THE BOARD OF DIRECTORS SHALL PUBLISH, POST AND DISTRIBUTE TO EVERY NEW MEMBER, A COPY OF THE ESTABLISHED CLUB POLICIES AND RULES GOVERNING ADMINISTRATION AND COURSE PLAY.

  

                SECTION 6.  THE PRESIDENT SHALL ESTABLISH THE AGENDA FOR, AND PRESIDE AT, ALL MEETINGS OF THE BOARD AND THE CORPORATION AND SHALL HAVE PRIMARY RESPONSIBILITY FOR REPRESENTING THE CLUB TO THE PUBLIC AND THE BOARD TO THE MEMBERSHIP. ACTING ON THE MAJORITY APPROVAL OF THE BOARD, HE OR SHE SHALL APPOINT SUCH COMMITTEE CHAIRPERSONS AND/OR COMMITTEES AS ARE DEEMED APPROPRIATE FOR EXISTING OR PLANNED CLUB ACTIVITIES AND SHALL ACT AS AN EX- OFFICIO MEMBER OF ALL COMMITTEES. THE NOMINATING COMMITTEE IS SPECIFICALLY EXCLUDED, FOR WHICH SEE ARTICLE VIII, SECTION 7.

 

                SECTION 7.   IN THE ABSENCE OF THE PRESIDENT, THE VICE-PRESIDENT SHALL PERFORM THE DUTIES OF THE PRESIDENT.  IN THE ABSENCE OF BOTH THE PRESIDENT AND VICE PRESIDENT AT A MEETING, A TEMPORARY PRESIDING OFFICER SHALL BE CHOSEN BY THOSE PRESENT.

 

                SECTION 8.  THE SECRETARY SHALL KEEP ALL MINUTES OF MEETINGS OF THE CORPORATION. HE OR SHE SHALL SEND OUT NOTICES OF MEETINGS UPON PROPER REQUEST AND PERFORM OTHER APPROPRIATE DUTIES AS MAY BE REQUIRED BY THE PRESIDENT AND THE BOARD OF DIRECTORS.

 

                SECTION 9.   THE TREASURER SHALL HAVE THE CUSTODY OF THE CORPORATE FUNDS AND SECURITIES AND SHALL KEEP FULL AND ACCURATE ACCOUNTS OF RECEIPTS AND DISBURSEMENTS IN BOOKS BELONGING TO THE CORPORATION AND SHALL DEPOSIT ALL MONEYS AND OTHER VALUABLE EFFECTS IN THE NAME AND TO THE CREDIT OF THE CORPORATION IN SUCH DEPOSITORIES AS MAY BE DESIGNATED BY THE BOARD OF DIRECTORS. HE, OR SHE SHALL DISBURSE THE FUNDS OF THE CORPORATION AS MAY BE ORDERED BY THE BOARD, TAKING PROPER VOUCHERS FOR SUCH DISBURSEMENTS, AND SHALL RENDER TO THE PRESIDENT AND THE BOARD MEMBERS AT THE REGULAR MEETINGS OF THE BOARD, OR WHENEVER THEY MAY REQUIRE IT, AN ACCOUNT OF ALL TRANSACTIONS

AS TREASURER AND OF THE FINANCIAL CONDITION OF THE CORPORATION.  THE TREASURER SHALL GIVE

THE CORPORATION A BOND IN SUCH SUM OR SUMS AND WITH SUCH SURETY OR SURETIES AS SHALL BE SATISFACTORY TO THE BOARD, CONDITIONED UPON THE FAITHFUL PERFORMANCE OF HIS, OR HER DUTIES AND FOR THE RESTORATION TO THE CORPORATION IN CASE OF HIS, OR HER DEATH, RESIGNATION, RETIREMENT OR REMOVAL FROM OFFICE OF ALL BOOKS, PAPERS, VOUCHERS, MONEY AND OTHER PROPERTY OF WHATEVER KIND IN HIS, OR HER POSSESSION, OR UNDER HIS, OR HER CONTROL BELONGING TO THE CORPORATION. THE TREASURER SHALL PREPARE AN ANNUAL FINANCIAL REPORT IN WRITING, COPIES OF WHICH ARE TO BE MADE AVAILABLE TO THE MEMBERS AT THE ANNUAL MEETING.

                                                                                                                                                                                 

ARTICLE VIII

 

ELECTIONS

 

                SECTION 1.   THERE SHALL BE ELECTED AT EACH ANNUAL MEETING, BY BALLOT OF THE ELIGIBLE VOTING MEMBERS OF THE CORPORATION,  DIRECTORS AS PROVIDED FOR UNDER ARTICLE III. BALLOTS SHALL BE PROVIDED AND THERE SHALL NOT APPEAR ANY PLACE ON SUCH BALLOT ANY MARK OR MARKING THAT MIGHT TEND TO INDICATE THE PERSON WHO CAST SUCH BALLOT.

 

                SECTION 2.  THE NOMINATING COMMITTEE SHALL NOMINATE ONE OR MORE CANDIDATES FOR EACH POSITION AS DIRECTORS FOR CONSIDERATION BY THE MEMBERSHIP AT THE NEXT SUCCEEDING ANNUAL MEETING. SUCH NOMINATIONS SHALL BE PRESENTED TO THE SECRETARY NOT LATER THAN APRIL 1 FOR PUBLICATION IN THE NOTICE OF THE ANNUAL MEETING PER ARTICLE V, SECTION 2.

 

                SECTION 3.  THE NOMINATING COMMITTEE SHALL NOT NOMINATE ANY OF ITS MEMBERS FOR ANY POSITION AS A DIRECTOR.

 

                SECTION 4.  INDEPENDENT NOMINATIONS FOR DIRECTORS MAY BE MADE BY ANY TEN (10) VOTING MEMBERS OF THE CORPORATION. SUCH INDEPENDENT NOMINATIONS MUST BE IN WRITING AND PROVIDED TO THE SECRETARY BY APRIL 1 IN ORDER TO BE INCLUDED IN THE NOTICE OF THE ANNUAL MEETING.

 

                SECTION 5.  NO NOMINATIONS FOR DIRECTORS SHALL COME FROM THE FLOOR AT THE ANNUAL MEETING. (IN THE YEAR OF ADOPTION OF THESE BY-LAWS, NOMINATIONS FROM THE FLOOR WILL BE PERMITTED.)

 

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                SECTION 6.  OFFICERS, DIRECTORS AND NOMINATING COMMITTEE MEMBERS SHALL TAKE OFFICE IMMEDIATELY FOLLOWING THEIR ELECTION.

 

                SECTION 7.  THE NOMINATING COMMITTEE SHALL CONSIST OF FIVE (5) MEMBERS OF THE CORPORATION AND SHALL BE NOMINATED FROM THE FLOOR AT THE ANNUAL MEETING AND ELECTED FOR A ONE YEAR TERM BY A MAJORITY VOTE OF THE MEMBERS PRESENT AT SAID MEETING.

 

ARTICLE IX

 

SEAL

 

                THE SEAL OF THE CORPORATION SHALL BE CIRCULAR IN FORM AND HAVE THE WORDS “GLASS HILL GOLF CLUB, INC.” IN THE OUTER CIRCLE AND “CORPORATE SEAL 195 NEW YORK” IN THE INNER CIRCLE.

 

ARTICLE X

 

AMENDMENTS

 

                SECTION 1.  THESE BY-LAWS MAY BE AMENDED BY A MAJORITY VOTE, EITHER IN PERSON OR BY PROXY, OF THE MEMBERS OF THE CORPORATION ENTITLED TO VOTE AT A REGULAR OR SPECIAL MEETING OF THE CORPORATION PROVIDED NOTICE OF THE PROPOSED AMENDMENT HAS BEEN STATED IN THE CALL FOR SAID MEETING.

 

                SECTION 2.  AMENDMENTS MAY BE PROPOSED BY THE BOARD OF DIRECTORS, OR BY MEMBERS IN A MANNER CONSISTENT WITH ARTICLE V, SECTION 4.