The Corporate name of the Club is “Glen Oak Country Club.” For the purposes of these By-Laws, the Corporation shall be referred to as the “Club.”
A. The principal office of the Club shall be located at Oakford and Glenburn Roads, Abington Township, Lackawanna County, Commonwealth of Pennsylvania.
B. Nothing contained in these By-Laws shall prevent the holding of meetings or the transaction of any business pertaining to this Club at any place other than the principal office.
The purpose of the Club is to provide grounds and facilities for recreation and sports and entertainment for its members.
The fiscal year of the Club shall commence on October 1st of each year and end on September 30th of the following year.
A. MEMBERS The Members of the Club are those persons having membership rights in accordance with the provisions of these By-Laws.
B. MEMBERSHIP CLASSES There shall be classes of membership designated as: Senior Golf, Legacy Golf, Associate Golf, Corporate, Social, Honorary Golf, Honorary Social, Spousal, Non-Resident and Junior Golf. Other classes of membership and the rights, privileges, and obligations pertaining thereto may be established by the Board of Directors of the Club (the “Board”) by a ¾ vote of the Board at any meeting of the Board at which a quorum is present.
- SENIOR GOLF MEMBERS Senior Golf Members shall be individuals at least 35 years of age. Each Senior Golf Member, his or her spouse and his or her unmarried children under the age of 21 years shall have, subject to Club rules, fees, dues, and By-Laws, all privileges afforded by the Club.
- LEGACY GOLF MEMBERS A Legacy Golf Member shall be an individual at least 21 years of age no older than 30 years of age (on October 1 of the current fiscal year) who is the child of a current Senior Golf Member in good standing. Each Legacy Golf member, his or her spouse, and his or her children under the age of 21 years shall have, subject to Club rules, fees, dues, and By-Laws, all privileges afforded by the Club.
- ASSOCIATE GOLF MEMBERS An Associate Golf Members shall be an individual at least 21 years of age and no older than 35 years of age (on October 1 of the current fiscal year). Each Associate Golf member, his or her spouse, and his or her children under the age of 21 years shall have, subject to Club rules, fees, dues, and By-Laws, all privileges afforded by the Club.
- CORPORATE MEMBERS Corporate membership shall be available solely to corporations, partnerships and other business entities. Each Corporate Membership shall be entitled to designate one individual who together with his or her spouse and unmarried children under the age of 21, shall have, subject to Club rules, fees, dues and By-Laws, all privileges afforded by the Club. Corporate Member may change its designated representative no more than once a year.
- SOCIAL MEMBERS Social members shall be individuals at least 21 years of age. Each Social Member, his or her spouse, and his or her unmarried children under the age of 21 years shall have, subject to Club rules, fees, dues and By-Laws, all privileges afforded by the Club, other than the use of the golf facilities, except as outlined in the Members Handbook and Golf Directory.
- HONORARY GOLF MEMBERS Honorary Golf Members shall be individuals at least 80 years of age as of October 1 of the current fiscal year, who shall have been a member in good standing at the Club for at least 25 years immediately prior to attaining Honorary Golf Membership status. Each Honorary Golf Member and his or her spouse shall have, subject to Club rules, fees, dues, and By-Laws, all privileges afforded by the Club.
- HONORARY SOCIAL MEMBERS Honorary Social Members shall be individuals or their surviving spouse who have had 25 years of membership in good standing at the Club and in which one of the spouses has or except for his or her death would have attained the age of 80 as of October 1 of the current fiscal year. Each such Honorary Social Member shall have, subject to Club rules, the right to utilize the Club’s Dining Rooms and swimming pools and shall be charged only for meals consumed but shall not be required to pay dues or assessments. However, Honorary Social Members shall have no right to use of the golf course facilities except as a guest of a Member, the Member’s spouse or the Member’s unmarried children under the age of 21 years pursuant to the rules regulating guest privileges.
- SPOUSAL MEMBERS Spousal Members shall be a) the husband or wife; or b) the lifestyle partner, whether identified as “significant other,” “life partner” or some other similar designations of a Golf Member with whom they reside and shall have, subject to the payment of the dues established for this category, and all Club rules, fees, and By-Laws, the right to play golf and all privileges afforded by the Club.
- JUNIOR GOLF MEMBERS A Junior Golf Member shall be the unmarried child of a current Senior Golf Member (in good standing) or such member’s spouse, who (a) is under the age of 21 years (or 23 years if a full-time student) as of October 1 of the current fiscal year; and (b) resides in the same premises as the Senior Golf Member. Each Junior Golf member, his or her spouse, and his or her children under the age of 21 years shall have, subject to Club rules, fees, dues, and By-Laws, all privileges afforded by the Club.
- NON-RESIDENT MEMBERS Non-resident members shall be individuals at least 21 years of age. A non-resident member cannot reside, own real property, own a business, engage in a profession or be employed within a radius of 75 miles of Glen Oak Country Club. A non-resident member shall be entitled to golf, restaurant, pool and tennis privileges, subject to club rules, fees, dues and by-laws.
C. APPLICATION PROCESS Applications for all types of membership (except Honorary Golf and Honorary Social) shall be made on forms approved by the Board of Directors. Application for membership shall be signed by the applicant and at least two sponsoring members of the Club in good standing. All applications will be submitted to the Membership Committee for consideration and review. The Membership Committee will carefully examine all information and communications in reference to each proposed membership. The Membership Committee will in the due diligence process interview the proposed member and his or her spouse.
- Upon approval, the Membership Committee shall notify the Secretary to post the name of the applicant(s) on all bulletin boards, a general membership e-mail, and any other method(s) the Membership Committee shall authorize for a ten (10) day period. Any member objecting to the membership of the applicant shall so notify the Membership Committee in writing or may appear in person to voice said objection for membership to the Membership Committee. Such objection must be reported by the Membership Committee to the Board. All communications shall be held by the Membership Committee and Board in strictest confidence.
- Upon completion of the ten (10) day period the name of the applicant, if approved by the Membership Committee, shall be presented to the Board of Directors for a vote at the next scheduled meeting or by e-mail. “Nay” votes by any three (3) of the members of the Board shall cause the rejection of the applicant for membership.
- If a decision is made to extend an invitation for membership, the President, Vice President, or Secretary shall notify the individual (or Entity) and furnish such person with a copy of the Club Rules and, upon such individual’s (or Entity) subscribing to them and paying the initiation fee and dues, the individual (or Entity) shall be entitled to the rights and privileges of membership. Any individual (or Entity) invited to membership who does not comply with the foregoing requirements within forty-five (45) days after notification shall be considered to have declined to become a member.
- In considering membership candidates, the Membership Committee and the Board shall consider such factors that they deem relevant including without limitation the reputation and moral character of the candidates, provided, however, that a candidate’s race, color, religion, national origin, or gender shall in no event be considered relevant, and membership shall not be restricted on any such basis.
- Should a Social Member change his/her status to a golf member, such member, subject to the discretion of the Board shall be for the amount by which the current initiation fee for the Member’s new classification of membership exceeds the initiation fee paid by the Member at the time the member first joined the Club. The Member shall also pay the current dues for the new classification of membership that exceed the dues of the Member’s previous classification.
- No person whose application for membership has been rejected shall within one year from the date of rejection have a second application for membership considered by the Board.
- If a Member shall die survived by a spouse the spouse shall be entitled, upon application, to accede to the membership status formerly held by the deceased spouse, subject to Club rules, fees, dues and By-Laws, without the payment of an additional initiation fee; provided that such application shall be made within six (6) months of the date of the spouse’s death.
- If a Member shall divorce his or her spouse, in the absence of a court order or property settlement agreement, the divorced Member shall retain his or her membership and the spouse shall have no further rights previously accorded as to him or her as a spouse. If the spouse is granted the right to membership by a court order or settlement agreement, such spouse upon submission and approval of an application for membership shall be entitled to membership status, subject to Club rules, fees, dues and By-Laws, without the payment of an additional initiation fee; provided that such application shall be made within six (6) months of the divorce decree.
INITIATION FEES, DUES, FEES AND ASSESSMENTS
A. The Board shall have the authority to impose as a condition of membership in any or all classes of membership such initiation fees and dues as the Board may deem appropriate. In addition, the Board shall have the Authority to impose a Reinstatement Fee of up to $250.00 (per year) on any Member who is suspended or expelled pursuant to Article IX below.
B. If the Board believes it is necessary to levy assessments for capital improvements, the Board by a 2/3 vote at any meeting of the Board, at which a quorum is present can authorize such assessments but subject to the approval of the membership if the total assessments for capital improvements exceed $480.00 per member during any fiscal year. The Board at its discretion may determine that assessments of varying amounts may be imposed upon different classes of members. A maximum of $480.00 per Member may be assessed during any fiscal year. Any assessment over the $480.00 in any fiscal year must be approved by a majority vote of the members present at an Annual or Special Membership Meeting.
C. Dues shall be paid in three installments: 25% on October 1, 25% on January 1, and 50% on April 1, unless before September 1 a member elects to pay his/her dues:
- In full by October 1. (in which case the member will receive a non-cash incentive as determined by the Board of Directors); or
- In eight (8) equal consecutive monthly installments, the first of which is due by October 1 and by the last by May 1 of the following year. If this election is made, there will be a monthly service charge, as determined by the Board of Directors, added to each installment.
If a member fails to make a dues payment election by September 1, the member will be considered as having made the election to pay his or her dues in three installments as set forth above. Any election made by a member must be followed for the entire fiscal year. Members are required to make payments of dues on or before the required due dates or be subject to suspension of Club privileges as provided for elsewhere in these By-Laws. Any member who is delinquent for more than thirty (30) days after such dues are payable shall pay a penalty of the greater of two (2%) percent of the amount of such delinquency or partial month of such delinquency of $35.00 per month.
D. New Members must pay in full any and all assessments that are due for the balance of the current fiscal year and any additional assessments that are determined by the Board for said fiscal year.
CAPITAL IMPROVEMENT FUND
A. There shall be a Capital Improvement Fund for the Club which will at all times be separate and distinguishable from the general operating funds of the Club. All initiation fees and any capital improvement assessments will be deposited into the Capital Improvement Fund.
B. The Capital Improvement Fund shall be managed and controlled by the Board specifically for the purpose of capital improvements and purchase of equipment with consideration given to any recommendations provided by (i) the Long Range Planning Committee and (ii) the Green Committee.
C. The Board is restricted from using monies in the Capital Improvements Fund for any purpose other than that stated in Article VII.B. above, including using the fund for general operating purposes, without the approval of a majority of the Club Members present at an Annual or Special Membership Meeting. The membership must be notified in writing of such proposal at least twenty (20) days before the meeting setting forth a specific explanation of the amount and nature of any disbursement being so contemplated. The Board shall be restricted from borrowing against the fund for general operating purposes or purposes other than those stated in Article VII.B. above.
D. A complete and specific accounting of all receipts and disbursements of the Capital Improvement Fund shall be provided to the general membership prior to the Annual Membership Meeting.
E. All funds of the Capital Improvement Fund shall be invested as directed by the Finance Committee and approved by the Board.
MONTHLY OBLIGATIONS AND PENALTIES FOR DELINQUENT PAYMENTS
A. All monthly financial obligations of Members such as house or restaurant charges, guest green fees, cart fees, monthly assessments, or any other charges to Members other than annual dues are due and payable by Members on or before the last day of the month following the month in which such charges were incurred. A Member’s account will be considered past due if not paid as required above.
B. After a members account remains past due for a period of fifteen (15) days, (i.e., forty-five (45) days after the end of the month in which the charge was incurred) such Members indebtedness shall be considered delinquent and such Member may be suspended from all Club privileges and/or expelled as provided for elsewhere in these By-Laws. The Board, through its Secretary and/or Treasurer, is required to send written notice to Members whose accounts are delinquent prior to suspension or expulsion.
C. Payments of Members obligations are required to be made by mail or in person during the regular business hours of the Club.
D. A penalty of 2% of the amount due shall be levied by the Club each month the account remains delinquent after the original due date.
SUSPENSIONS AND EXPULSIONS
A. Any Member shall be subject to suspension or expulsion from the Club whose conduct shall be determined by a vote of two-thirds (2/3) of the members of the Board present at a meeting which a quorum is present to have endangered the welfare, interest or character of the Club. Notwithstanding the foregoing, should a majority of the Executive Committee of the Club determine the conduct of a Member is so serious as to warrant the immediate suspension of the Member from the Club, it may temporarily suspend the Member, by advising the Member, at his billing address, prior to the procedures described in Article IX B. below occurring.
B. Subject to Article 9A. above, no Member shall be suspended or expelled until he or she shall have been appraised of the nature of the complaint or been advised of the charges against him or her and said Member shall be given the right to meet with the complainant or respond to the charge at a hearing before the Board. The time, notice and manner of said hearing shall be in the sole and unrestricted discretion of the Board.
C. Any Member whose account remains delinquent for a period of sixty (60) days shall be subject to expulsion by a majority vote of the Board at a meeting at which a quorum is present. Such Member may be reinstated by a vote of ¾ of the Members of the Board if the expelled Member gives a reason for the delinquency satisfactory to the Board and pays in full all past due obligations and any Reinstatement Fee imposed by the Board.
D. A member who has been suspended two or more times in any calendar year may be expelled by recommendation of the Finance Committee and a vote of 2/3 of the Members of the Board present at any meeting at which a quorum is present; provided that the Board may act on its own initiative in the absence of a recommendation of the Finance Committee. An opportunity to appear before and be heard by the Board shall be afforded to a member prior to the Board’s voting on any expulsion.
E. During a period of suspension, a member is not relieved of any financial obligations to the Club, including dues, assessments, food minimums (subject to the provisions set forth below) and any outstanding balances which may have accrued to such Member’s account before or during the period of suspension. Prior to reinstatement from a suspension, a Member must pay all such obligations together with any Reinstatement Fee determined by the Board of Directors. In addition, during the Member’s first month of reinstatement, the member shall be responsible for the payment of all food/beverage minimums due during the period of suspension.
RESIGNATIONS, LEAVES OF ABSENCE AND RE-ADMISSIONS
A. Any member may resign from the Club by notifying the Secretary in writing. The resignation of the Member shall not relieve him or her of any existing indebtedness to the Club. Outstanding dues owed to club upon resignation are based on the month of the fiscal year in which the resignation was submitted. For example, if someone resigns on November 30, then 2/12 of the dues for the fiscal year are owed to the club; if someone resigns on April 30, then 7/12 of the total dues for the fiscal year are owed to the Club.
B. A member may, by written request and subject to approval of a majority of the Board, request a Leave of Absence. A Leave of Absence shall be for a period of up to twelve (12) months, as chosen by the Member, with the following qualifications:
- All Club Privileges, including voting rights, are suspended while the Member is on Leave of Absence.
- Prior to allowing the Member to go on Leave of Absence, the Board, through an authorized representative, shall reach an agreement with the Member on how all of his/her obligations to the Club will be satisfied.
- In order to be re-instated as an active member, the Member must request reinstatement in writing.
- The member may request in writing during the period of the initial Leave of Absence one (1) extension of the period of the Leave of Absence, not to exceed twelve (12) additional months, which extension may be granted or denied by the Board in its discretion. In the event the Member shall fail to request reinstatement before the expiration period of such Member’s Leave of Absence or extension thereof, if granted, the Member shall be deemed to have tendered his or her resignation.
- Prior to reinstatement, the Member who has been granted the Leave of Absence shall pay any and all capital assessments that were due during the leave of absence, not to exceed one thousand ($1,000) dollars.
C. Any member who has resigned or been expelled from the Club and thereafter applies for and is readmitted to membership shall, subject to the discretion of the Board, pay the initiation fee, dues, and assessments as if he were joining the Club as a new member.
D. On the death, resignation and expulsion of a Member shall not release the Member or the Member’s estate from liability to the Club for all dues, charges and accrued assessments previously owed by Member.
BOARD OF DIRECTORS
A. The management, business, and operating affairs of the Club shall be vested in a Board consisting of twelve (12) Members holding office for terms of three (3) years each and the President, Vice President and Treasurer each holding office for a term of one (1) year and who shall each be entitled to vote an all matters which come before the Board. At each annual meeting, the President, Vice-President and Treasurer shall be elected together with four (4) directors to fill the offices of four (4) directors whose terms have expired. No Board member may serve more than two (2) consecutive terms except that where there may be vacancies of the Board due to death or resignation the person or persons elected to fill these vacancies shall be eligible to be elected to two (2) subsequent full terms. Based upon the foregoing, there will be a potential for fifteen (15) votes on all Board matters, and consistent with the terms of the Club’s lease with Wave Oak Realty Company a majority of the voting members on Board matters (or eight (8) Board members) shall be shareholders of Wave Oak Realty Company.
B. The Chairperson of the House, Green, Golf, Membership and Long Range Planning Committee shall be ex-officio members of the Board. If such chairperson is not a duly elected Member of the Board, he or she shall not be entitled to vote on any matters coming before the Board.
C. A quorum of the Board of Directors shall consist of seven (7) of its members not including Chairpersons designated in Subsection B. above.
D. The interpretation of the By-Laws shall be vested in the Board and its interpretations shall be binding, conclusive and final.
E. The Board may from time to time make rules and regulations on matters not herein stated.
F. Only members in good standing shall be eligible to election as Directors.
G. The Board shall meet at such times, dates and places as the President may determine, with at least one (1) meeting every two (2) months and not less than eight (8) meetings annually. Special Meetings of the Board shall be called by the Secretary at the request of the President or at the request of at least three (3) Members of the Board.
H. The Board shall be vested with all the powers and duties conferred by law pertaining to corporate directors and such powers as conferred by these By-Laws.
I. In addition to the general grant of powers, the following powers are granted to the Board:
- 1. To manage and control the property, funds, affairs, and business of the Club.
- To make and enforce rules for the conduct of the Members and their guests.
- To hear and determine charges made against any Member with full and final authority to reprimand, suspend, or expel any Member in accordance with these By-Laws.
- To waive dues and/or initiation fees in whole or part as to any Member or class of Members and to elect Honorary Golf Members or Honorary Social Members.
- To determine the leasing or rental of the Clubhouse or facilities for private functions and the fees to be charged therefore.
- To determine guest privileges for Members of the Club.
J. All former Presidents who are members of the Club shall be ex-officio Members of the Board without the right to vote, unless such former President is a duly elected Member of the Board.
K. The Board, in its discretion, by vote of three quarters (3/4) of its voting Members may remove any officer or Board Member who shall fail to attend, without reasonable cause for absence, three (3) consecutive meetings of the Board and the Board may by vote of three-quarters of its voting Members remove any Board Member for such cause as the voting Members deem proper.
L. Should a vacancy occur in the Board of Directors because of the death, resignation or removal of a Director, it shall be filled by a majority vote of the remaining Members of the Board of Directors. Any Director so selected shall serve the remainder of the term of the Director who is being replaced.
M. No director, employee, agent, officer or Club Manager of the Club shall be personally liable for monetary damages for any action taken or any failure to take action unless such individual has breached or failed to perform the duties of his or her office and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
N. Any person, including but not limited to directors, officers, employees, and agents, their heirs, executors and administrators, shall be indemnified and saved harmless out of the assets of the Club from and against all actions, costs, charges, losses, damages, and expenses which he or she shall or may incur or sustain by reason of any act done, concurred in or committed in or about the execution of their duty, or supposed duty, in their respective positions, provided, however, that no indemnification shall be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct or recklessness.
O. Expenses incurred by an officer, director, employee or agent in defending a civil or criminal action, suit, or proceeding may be paid by the Club in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Club.
P. The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall unless otherwise provided when authorized, or ratified, continue as to a person who has ceased to be a director, officer, employee, agent or Club Manager and shall inure to the benefit of the heirs, executors and administrators of such person. This right of indemnification is not intended to exclude other rights of such persons under the law and the indemnification provisions hereof are to be interpreted as providing the maximum rights to indemnification as are available under the Pennsylvania nonprofit corporation laws then in effect.
NOMINATIONS AND ELECTIONS
A. Each year the Nominating Committee shall nominate for election candidates for President, Vice President, Treasurer and members of the Board of Directors as set forth below. The Nominating Committee shall have the discretion but not the obligation and right to nominate two (2) candidates for each office to be filled. The names of the nominees shall be mailed or emailed to all Members in good standing at least twenty (20) days before the annual meeting of the membership. The names shall also be posted on all bulletin boards in the Clubhouse. Other candidates for President, Vice-President, Treasurer and members of the Board may be nominated by petition signed by at least twenty (20) Members in good standing provided such petition is received by the Secretary at least ten (10) days before the annual meeting of the membership.
B. The President, with the approval of the Board of Directors, shall appoint a Nominating Committee not less than thirty (30) days preceding the Annual Meeting.
C. The Nominating Committee shall consist of Seven (7) members, three (3) of whom shall be Members of the Board of Directors and four (4) of whom shall be from the general membership. The chairperson shall be a Member of the Board of Directors.
D. Any non-member of the Board serving on the Nominating Committee will not be eligible for nomination or election as an Officer or a Member of the Board.
E. All members of the Club in good standing will be entitled to vote in person at the Annual Meeting. Each Senior Golf Member and each Entity Member designated representative will be entitled to one (1) vote for each office for directorship to be filled. All Legacy Golf, Associate Golf, Social, Honorary and Honorary Social Members shall be entitled to one-half (1/2) vote for each office or directorship to be filled.
F. The President shall appoint not less than three (3) Members in good standing to act as judges of election. It will be the responsibility of the judges of election to count the votes. The Secretary shall furnish said judges in advance of the election with a complete list of the Members who are in good standing and thus entitled to vote at the membership meeting.
G. Candidates receiving the highest number of votes for membership on the Board up to the number of vacancies on the Board to be filled shall be elected to the Board.
H. If as to any office no candidate shall have received a majority of the votes cast on initial balloting, then another balloting shall be had to select the winner from the two candidates for any office receiving the highest number of votes cast for such office; the candidate receiving the majority of votes cast for such office or the Board shall be elected.
A. The Club Manager shall serve at the discretion and subject to the control of the Board shall manage the daily affairs of the Club and shall have full charge of the Club buildings, grounds and personnel, excluding the golf course grounds and golf course facilities. Except as otherwise provided by these By-Laws, all details concerning the operation of the Club and its affairs shall be referred to the Club Manager for disposition, subject to the approval of the Board. The Club Manager shall report to the President of the Club.
B. The Club Manager shall consult on matters dealing with Club operations and affairs with the chairperson of the appropriate committee which has jurisdiction over those matters.
C. Without limiting the foregoing general statement of duties and responsibilities, the Club Manager shall:
- Subject to the discretion of the Finance Committee have general charge of the Books and accounts of the Club and collect the funds of the Club and deposit the same in the Club accounts;
- Have full control of all employees of the Club including the prescribing of Duties and responsibilities, with the power to hire employees and suspend or discharge them for misconduct or negligence, provided that discipline of any of the major department heads, including the Golf Professional, Assistant Golf Professionals, the Superintendent, and the Executive Chef shall only be accomplished in conjunction with the appropriate committee;
- Purchase all supplies for the Club subject to the discretion of the committee in Charge;
- Report any violations of the By-Laws or Rules and Regulations of the Club to the proper committee;
- Enforce dress codes adopted by the Board;
- Devote full time to the interests of the Club and perform such other duties as the Board or President shall prescribe;
- Consult with and advise the Board, the President and Committees with regard to problem areas or other matters referred to the Club Manager.
A. The President shall serve as the chief executive officer of the Club. The President shall oversee the operation and administration of the Club and authorize the call of meetings of the membership, the Board and the Executive Committee and shall exercise the usual functions of a presiding officer at such meetings and shall act ex-officio as a Member of all committees.
B. The President shall appoint Chairpersons of all committees.
C. The President shall call special meetings of the membership and the Board.
A. The Vice-President shall perform the duties of the President in case of the President’s absence or inability to act or in event of a vacancy.
B. The Vice-President shall perform all duties and responsibilities assigned to him/her by the President and/or the Board of Directors.
C. The Vice-President shall be an ex-officio Member of all committees.
D. In the event of a vacancy in the office of President, the Vice-President shall become the President.
A. The Secretary shall be a Member of the Board and shall be appointed by the President with the approval of the Board.
B. The Secretary shall notify each Member of the Board of all its meetings, and each Member of the Club of every meeting of the Club, issue other authorized notices to Members, make and keep a true record of all meetings of the Board and of the Club, have custody of its By-Laws and Corporate Seal, and conduct its correspondence and execute all such writings as the Secretary may be officially instructed and authorized to do. The Secretary shall also post all notices on Bulletin Boards, and shall have exclusive control of the same.
The Treasurer shall be charged with the collection and custody of all the funds of the Club and their disbursement under the direction of the Board and at the conclusion of each fiscal year make a full written report to the Board. The Treasurer shall be the Chairperson of the Finance Committee. The Treasurer shall also perform the duties of President in the event of the absence of both the President and Vice-President.
The Board in its discretion may designate such other officers, including assistant Secretary and assistant Treasurer, as it may deem necessary or desirable, but such other officers shall not be members of the Board unless otherwise elected to the Board. In addition to the duties specified in preceding sections of these By-Laws, all of the Officers of the Club shall have such duties and functions as shall usually appertain to their respective offices and as may be prescribed from time to time by the Board.
VACANCY IN OFFICE
Should a vacancy occur in the office of Vice-President and/or Treasurer, the Board of Directors, by a majority, shall appoint a successor officer, who shall serve until the next election.
A. There shall be the following standing committees:
• Executive • House • Green • Golf • Social and Entertainment • Pool • Finance • Membership • Grievance • Long Range Planning • Personnel
B. The President with the consent of the Board may appoint from time to time such other committees as the President may deem necessary. The Chairperson of all Committees shall be appointed by the President.
C. All members regardless of classification of membership, and their spouses, are eligible to serve on Committees. Committees shall each have a membership of three (3) or more persons with such membership, when possible, to be rotated among the members who are not currently serving on another committee. The Chairpersons of Committees need not be selected from the membership of the Board. During the existence of any Committee, the Chairperson may sit with the Board at its meetings but shall not vote unless otherwise entitled thereto as a member of the Board.
D. All committees shall be subject to the control and direction of the Board and shall report to the Board at its regular meetings.
The Executive Committee shall consist of the Officers of the Club and shall exercise all the duties and powers of the Board between the meetings of said Board. All actions taken by the Executive Committee when exercising the powers of the Board shall be reported to the first meeting of the Board following the meeting of the Executive Committee at which such action is taken.
The House Committee will be in charge of food and beverage and dining room operations of the Club and shall consult with the Club Manager with respect to the food and beverage and dining room operations.
The Green Committee shall have charge of the grounds of the Club and shall control operate, and maintain the golf course, roadways, parking lots and related grounds. It shall advise the Club Manager and Golf Course Superintendent with respect to the total grounds and golf course operation.
In consultation with the Club Manger, the Golf Committee shall have jurisdiction over the golf professionals, caddies, carts, and all golf activities of the Club and related grounds. It shall advise the Club Manager and Golf Course Superintendent with respect to the total grounds and golf course operation.
SOCIAL AND ENTERTAINMENT COMMITTEE
The Social and Entertainment Committee shall provide programs and shall arrange and conduct all the entertainment and social activities of the Club. The committee shall have the responsibility to consult with the Club Manager in the coordination of all social and entertainment functions.
Subject to the initial control of the Club Manager, The Swimming Pool Committee shall have jurisdiction over the pool, bathhouse and snack bar, the personnel attached thereto and the pool activities of the Club.
The Finance Committee in coordination with the Club Manager shall supervise the financial affairs of the Club and shall prepare and submit a periodic budget for adoption by the Board. The Finance Committee shall also carefully monitor the Capital Improvements Fund and the capital budget.
The Membership Committee shall attempt to secure new members. It shall have all of the general powers over applications for admission to membership as authorized under these By-Laws.
The Grievance Committee shall entertain or initiate any complaint or charge against a member who violates any of the By-Laws of the Club or who commits an infraction of any of the rules or regulations of the Club. The Grievance Committee shall have power to consider and recommend penalties for any of said violations or infractions.
LONG RANGE PLANNING COMMITTEE
The Long Range Planning Committee shall regularly review the overall status of the Club and make recommendations regarding major capital expenditures and their financing and the future financial stability and growth of the Club.
Subject to the initial control of the Club Manager, the Personnel Committee shall advise the Board of Directors with regard to the institution of policies regarding employment generally and hiring and firing employees, the compensation packages for personnel and retirement and other benefits for the Club’s personnel generally. Any employee aggrieved by the personnel action of the Club Manager may appeal to the Personnel Committee who may refer such issues, where it deems appropriate, to the Board. The Personnel Committee shall also receive complaints from the personnel of the Club in accordance with policies it shall establish.
A. The Annual Membership Meeting shall be held at the Club during the month of December of each year on such date as shall be designated by the President. Notice of the Annual Membership Meeting shall be sent to the Members by first class mail or e-mail at least twenty (20) days prior to the date of the Annual Membership Meeting.
B. Special Membership Meetings may be called by the President, by a majority of the Board or at the written request of at least twenty (20) members. Every such request shall state the subject(s) for which the meeting is desired and no business unless relating to such subject(s) shall be in order at said meeting. Notice of said Special Membership Meeting shall be sent to the Members by first class mail or e-mail at least ten (10) days prior to date of said Meeting.
C. Twenty-five (25) Members shall constitute a quorum at the Annual Membership Meeting or any Special Membership Meeting.
RULES AND REGULATIONS
The Board shall have the power to make all necessary rules and regulations in regard to the use of the golf course and grounds and privileges of the clubhouse, swimming pool and tennis courts.
PROHIBITION OF GAMES OR SPORTS
The Board shall have the power to prohibit any game or sport which it may considers prejudicial to the good order and interest of the Club.
CONDUCT AND RESOLUTION
While on the grounds of the Club, any Member and any guest of a Member shall comply with these By-Laws and the rules and regulations of the Club relating to conduct and dress as adopted from time to time by the Board. Any Member who has a concern, an issue or problem with regard to Club decisions and/or Club policy, the behavior of staff Members, the behavior of other Club Members or the behavior of guests of a Member or any other matter should address the same with the Club Manger in the first instance and with the appropriate committee if appropriate resolution is not had. Such discussions shall be addressed in an appropriate and timely manner such as will not embarrass the Club, any other staff members, any other Club Members or guests of Member and shall be polite and not in anger. Such discussions shall be held in private at a time convenient to the Member and the Club Manager or chairperson of the committee in charge. Under no circumstances shall the issue be handled or addressed in the presence of other Members or guests.
These By-Laws may be altered, modified, amended, or repealed by a majority vote of the Membership present at any Annual Membership Meeting or at a Special Membership Meeting called for such purposes, provided such amendments shall have first been presented to the Board and approved by a majority of the Board. Any proposed amendments shall be posted upon the Bulletin Board of the Club at least ten (10) days before the Annual or Special Meeting. In addition, if a Special Meeting is called to amend the By-Laws, written or email notice of the proposed amendments will accompany the meeting notice.
ADOPTION OF BY-LAWS
The foregoing Restated Constitution and By-Laws were duly adopted by a majority vote of the membership at the Annual Membership Meeting of the Club on 20th day of December 2017 and hereby revoke, annuls and supercedes any previous Constitution and By-Laws.
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