The Olympic Club Bylaws

Transcription

1 The Olympic Club Bylaws

2 THE OLYMPIC CLUB BYLAWS INDEX ARTICLE I NAME AND CORPORATE SEAL...1 ARTICLE II LOCATION OF PRINICIPAL OFFICE...1 ARTICLE III OBJECTS AND PURPOSES...1 ARTICLE IV DEFINITIONS...1 ARTICLE V MEMBERSHIP RIGHTS...2 Section 1. Voting and Nonvoting Members...2 Section 2. Voting Rights of Voting Members...2 ARTICLE VI INTEREST IN THE PROPERTY OF THE CLUB...3 ARTICLE VII ELIGIBILITY, PRIVILEGES, OBLIGATIONS, RESTRICTIONS AND EXEMPTIONS OF MEMBERSHIP...3 Section 1. Membership Classes and Privileges of Membership...3 Section 2. Requirements for Membership in Good Standing...3 Section 3. Modification or Elimination of Membership Requirements...4 Section 4. Membership Classifications...4 (a) Active Members...4 (b) Athletic Members...6 (c) Contributing Members...7 (d) Honorary Members...8 (e) Intermediate Members...8 (f) Junior Members...8 (g) Nonresident Members...8 (h) Senior Members...9 (i) University Members...9 Section 5. Membership Roster...9 Section 6. No Member Liability for Club Indebtedness...10 Section 7. Expenses of Members...10 ARTICLE VIII MEMBER ADMISSION PROCEDURES; TRANSFER OF MEMBERSHIP...10 Section 1. Invitation to Become a Member...10 The Olympic Club Bylaws i November 16, 2017

3 Section 2. Investigation...10 Section 3. Approval of Invitation to Become a Member...11 Section 4. Rejection of a Proposal...11 Section 5. Responsibility for Junior Members...11 Section 6. Transfer of Membership; No Sale or Pledge of Membership Rights...11 ARTICLE IX MEMBER DISCIPLINARY ACTIONS, TERMINATION OF MEMBERSHIP AND RESIGNATION...12 Section 1. Member Sanctions...12 (a) Types of Sanctions...12 (b) Written Reprimand...12 (c) Suspension (of Privileges or from the Club)...12 (d) Termination...13 Section 2. Causes for Member Sanctions, Including Termination...13 (a) Unbecoming Conduct...13 (b) Interests of Corporation...13 (c) Failure to Qualify...13 Section 3. Automatic Termination for Nonpayment of Dues, Fees, or Assessments...13 Section 4. Procedures for Sanctioning a Member...14 (a) Complaint of Unbecoming Conduct...14 (b) Notice...14 (c) Hearing...14 (d) Determination...15 Section 5. Reinstatement...15 Section 6. Resignation of Members in Good Standing...15 Section 7. Resignation of Delinquent Members...16 ARTICLE X TRANSACTIONS WITH OR INVOLVING DIRECTORS, OFFICERS, MEMBERS OR OTHER PERSONS PRESENTING A POTENTIAL CONFLICT OF INTEREST...16 Section 1. Director Self-Dealing Transactions...16 (a) Transactions with Directors or Their Companies...16 (b) Transactions with Organizations Sharing Directors...16 (c) Interested or Common Directors in Quorum...17 Section 2. Transactions with Members...17 Section 3. Conflicts of Interest Policy...17 ARTICLE XI MEMBER PRIVILEGES: GUESTS AT THE CITY OR LAKESIDE CLUBHOUSES Section 1. Members Eligible to Extend Guest Privileges...17 Section 2. Responsibility for Conduct or Indebtedness Incurred...17 Section 3. Eligibility to Receive Guest Privileges...17 The Olympic Club Bylaws ii November 16, 2017

4 ARTICLE XII MEMBER PRIVILEGES: GOLF PRIVILEGES...18 Section 1. General...18 Section 2. Golf Privilege Eligibility...18 Section 3. Acquisition and Sale of Privileges...18 Section 4. Nature of Privilege...18 Section 5. Revocation of Privilege...18 Section 6. Nonresident Golf Privilege...18 Section 7. Junior Golf Privilege...19 ARTICLE XIII MEMBER PRIVILEGES: DERIVATIVE PRIVILEGES...19 Section 1. Derivative Golf Privilege for Spouses...19 Section 2. Derivative Social Privilege for Spouses...19 Section 3. Termination of Derivative Privilege...20 ARTICLE XIV MEMBER PRIVILEGES: TENNIS PRIVILEGES...20 Section 1. General...20 Section 2. Tennis Privilege Eligibility...20 Section 3. Acquisition and Sale of Privileges...21 Section 4. Nature of Privilege...21 Section 5. Revocation of Privilege...21 Section 6. Guests at the Tennis Courts...21 ARTICLE XV DUES AND FEES INCIDENT TO MEMBERSHIP...21 Section 1. Initiation Fees, Dues, Green Fees, Tennis Fees and Other Fees...21 Section 2. Payment of Fees and Dues...22 Section 3. Nonpayment of Indebtedness...22 Section 4. Waiver of Fees and Dues; Hardship Cases...22 ARTICLE XVI MEMBER MEETINGS AND VOTING...23 Section 1. Member Voting...23 Section 2. Annual Meetings...23 Section 3. Special Meetings...23 Section 4. Procedures for Member-Called Special Meetings...23 (a) Scheduling of Special Meeting...23 (b) Mailing of Proxy Solicitations...23 (c) Discussion of Issues and Non-Retaliation...24 (d) Opening and Counting of Proxies and Mail Ballots...24 Section 5. Record Dates...24 (a) Notice of Meetings...24 (b) Voting at Meetings...25 (c) Voting by Written Ballot...25 (d) Other Lawful Action...25 The Olympic Club Bylaws iii November 16, 2017

5 Section 6. Notice of Meeting...25 (a) Date and Method of Delivery...25 (b) Content of Notice...25 Section 7. Waiver of Notice or Consent by Members...26 (a) Generally...26 (b) Effect of Attendance at Meeting...26 Section 8. Member Quorum; Acts of the Members...26 Section 9. Manner of Voting...27 (a) Voting at Meetings...27 (b) Proxy Voting Permitted...27 (c) Cumulative Voting Prohibited...27 (d) Action by Written Ballot Without a Meeting...27 Section 10. Proxies Permitted...28 Section 11. Inspectors of Election...29 Section 12. Meetings by Electronic Transmission...30 Section 13. Adjourned Meeting...30 Section 14. Additional Procedures for Election of Directors...31 (a) Nominating Procedures...31 (b) Elections...31 (c) Notices of Election and Ballots...31 (d) Recording Receipt of Ballots...32 (e) Counting of Votes...32 (f) Posting of Results...33 ARTICLE XVII BOARD OF DIRECTORS...33 Section 1. Number...33 Section 2. Term...33 Section 3. Eligibility...33 Section 4. Resignations; Vacancies...34 Section 5. Removal of Directors by Members...34 ARTICLE XVIII MEETINGS OF THE BOARD OF DIRECTORS...34 Section 1. Regular Meetings...34 Section 2. Special Meetings...34 Section 3. Telephone and Electronic Meetings...34 Section 4. Quorum...35 Section 5. Adjourned Meetings...35 Section 6. Action Without Meeting...35 ARTICLE XIX POWERS OF THE BOARD...35 Section 1. Corporate Powers; Exercise by Board...35 Section 2. Delegation to General Manager...35 Section 3. Retained Powers of the Board...36 Section 4. Contracts, Notes and Checks...37 The Olympic Club Bylaws iv November 16, 2017

6 Section 5. Director Inspection Rights...37 Section 6. Non-Compensation of Directors...37 Section 7. General Manager Compensation Review...37 ARTICLE XX DIRECTORS STANDARD OF CONDUCT...38 Section 1. General...38 Section 2. Reliance...38 Section 3. No Liability...38 ARTICLE XXI OFFICERS...39 Section 1. Election of Officers...39 Section 2. Officers...39 Section 3. President...39 Section 4. Vice President...40 Section 5. Secretary...40 Section 6. Treasurer...40 ARTICLE XXII COMMITTEES...41 Section 1. Establishment of Committees...41 Section 2. Committees...41 Section 3. Standing Committees...42 ARTICLE XXIII ADOPTION, AMENDMENT OR REPEAL OF BYLAWS...43 Section 1. By the Members...43 (a) Authority to Amend...43 (b) Amendments Requiring Member Vote...43 Section 2. By the Board...43 Section 3. Posting: Effective Date...44 Section 4. Miscellaneous...44 ARTICLE XXIV INDEMNITY OF DIRECTORS, OFFICERS AND EMPLOYEES AND INSURANCE COVERAGE...45 Section 1. Right of Indemnity...45 Section 2. Approval of Indemnity...45 Section 3. Advancing Expenses...45 Section 4. Insurance...46 ARTICLE XXV MISCELLANEOUS...46 Section 1. Non-discrimination Statement...46 Section 2. Governing Law...46 The Olympic Club Bylaws v November 16, 2017

7 Section 3. No Assets Restricted to Charitable Purposes...46 Section 4. Electronic Transmissions...46 (a) In General...46 (b) To Members...47 Section 5. Annual Reports to Members and Directors...47 (a) Financial Reports...47 (b) Report of Certain Transactions...47 Section 6. Corporate Policies...48 The Olympic Club Bylaws vi November 16, 2017

8 THE OLYMPIC CLUB BYLAWS ARTICLE I NAME AND CORPORATE SEAL The name of this organization is The Olympic Club hereinafter referred to as the Club The Corporate Seal of the Club shall consist of a circle bearing on its surface the inscription The Olympic Club San Francisco Organized May 5, 1860 Reincorporated February 13, 1879 ARTICLE II LOCATION OF PRINCIPAL OFFICE The principal office of the Club shall be at 524 Post Street, San Francisco, California, or such other place as may be designated by the Board. Branch and subordinate offices also may be established by the Board. ARTICLE III OBJECTS AND PURPOSES The Club is a nonprofit mutual benefit corporation. The objects and purposes of the Club are to promote physical culture, social interaction and the fostering of amateur athletics in a spirit of close harmony among its membership. ARTICLE IV DEFINITIONS Articles shall mean the Articles of Incorporation of the Club, as such may be amended from time to time. The term assessments shall mean levies which may be imposed on members in addition to any fees charged for use of the facilities of the Club and privileges pertaining thereto and to any dues fixed by the Club as incident to membership. Board shall mean the Board of Directors of the Club. The term dues shall mean the sums periodically fixed by the Board to be paid by a member so as to remain in good standing. The Olympic Club Bylaws November 16,

9 The term fees shall mean any charge made for the use of any of the facilities of the Club or for any privileges not otherwise included within the scope of dues and assessments, as defined herein. Inspector of Elections (also Inspectors of Election, Inspector, or Inspectors ) shall have the meaning provided in the Law and in Section 11 of Article XVI of these Bylaws. Law shall mean the California Nonprofit Mutual Benefit Corporation Law, as amended. Except as otherwise specified in specific instances, the term member shall mean an individual member of any of the classes of membership of the Club described in these Bylaws, including members with voting rights as described in Section 2 of Article V and nonvoting members who have no voting rights. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person(s) referred to may require. ARTICLE V MEMBERSHIP RIGHTS Section 1. Voting and Nonvoting Members The Club shall have both voting members and nonvoting members. Voting members include only members of the Active (including Accelerated Active for Athletics) membership class. Nonvoting members include only members of the Athletic, Contributing, Intermediate, Junior, Nonresident, Senior and University membership classes. Nothing in these Bylaws is intended or shall be construed to give any voting rights to any person other than Active members. Section 2. Voting Rights of Voting Members Subject to the provisions of these Bylaws and the Law, voting members in good standing shall have the right to vote on the following matters: (a) (b) (c) (d) (e) (f) Election of directors; Any amendment to these Bylaws described in Article XXIII, Section 2(b); Any amendment to the Articles; Removal of any director without cause; Filling any vacancy on the Board not filled by the Board; Any sale, exchange, or other disposition of the City Clubhouse located at 524 Post Street and 665 Sutter Street, San Francisco, the Lakeside Clubhouse located at 599 Skyline The Olympic Club Bylaws November 16,

10 Boulevard, San Francisco, or the Club s golf courses, subject to the power of the Board provided in Section 3 of Article XIX; (g) (h) (i) (j) (k) Any building construction or renovation project that is reasonably expected to require a special assessment of the members; Disposition of all or substantially all of the assets of the Club; Merger of the Club; Voluntary dissolution of the Club; and Any other matters that are required to be or may properly be presented to voting members for a vote, pursuant to the Club s Articles or Bylaws, action of the Board or by operation of law. ARTICLE VI INTEREST IN THE PROPERTY OF THE CLUB Only voting members in good standing shall be the beneficial owners of the property and assets of the Club, each in an undivided share. Such beneficial interest cannot be alienated, transferred, assigned, bequeathed, devised or passed by the laws of inheritance, any judicial proceedings, or operation of any law or in any other manner. As provided by the Law, nothing shall be realized by any voting member from the member s beneficial interest except in the case of the permanent dissolution of the Club. No voting member shall have any individual control over the voting member s beneficial ownership except through the member s voting rights as a member of the Club. ARTICLE VII ELIGIBILITY, PRIVILEGES, OBLIGATIONS, RESTRICTIONS AND EXEMPTIONS OF MEMBERSHIP Section 1. Membership Classes and Privileges of Membership Membership in the Club shall be under one (1) of the following classes: Active, Athletic, Contributing, Intermediate, Junior, Nonresident, Senior, and University. All members of the Club shall be natural persons. Except as otherwise expressly provided in these Bylaws, all Club members shall enjoy the same privileges and access to Club facilities as Active members, except that only Active (including Active members designated Accelerated Active for Athletics) members have voting rights. Section 2. Requirements for Membership in Good Standing Unless otherwise specifically provided in these Bylaws, in order to become a member of the Club all of the following are required: The Olympic Club Bylaws November 16,

11 (a) (b) (c) (d) (e) (f) Nomination by five (5) Active, Athletic, Contributing, Nonresident or Senior members; Recommendation of the Admissions Committee; Approval of the Board; Minimum of twenty-one (21) years of age, except for Junior, Intermediate, and University members; Execution of the selection procedures set forth in Article VIII; and Payment of initiation fee. Unless otherwise provided by the Board, in these Bylaws, or in the rules and regulations of the Club, in order to remain in good standing in any class of membership, a member must also: (a) (b) (c) Timely pay all dues, fees and assessments; Conform with all Club rules of general application; and Conform with all rules specific to the member s classification. Members who have met all of the qualifications for membership, paid the required dues, fees, and assessments, if any, and are not suspended, shall be members in good standing of the Club and entitled to all the rights and privileges associated with their membership classification, as those rights and privileges may be established in these Bylaws and by the Board from time to time. Section 3. Modification or Elimination of Membership Requirements Except for any amendment of this Article VII that requires approval of the voting members under Article XXIII, requirements for membership may be modified or eliminated by resolution of the Board. Section 4. (a) Membership Classifications Active Members. Active members shall have such rights as are reserved to voting members of the Club, as specified in the Articles, these Bylaws and the Law. Accelerated Active for Athletics Designation. Any person who, in the judgment of the Board, is possessed of substantial athletic skill and who has the recommendation of the Athletic Committee shall be eligible for consideration as an Active member designated Accelerated Active for Athletics. Accelerated Active for Athletics members are a subclass of Active members; the designation is not a The Olympic Club Bylaws November 16,

12 separate membership class. The initiation fee shall not be waived for Accelerated Active for Athletics subclass members. However, upon recommendation from the Athletic Committee and approval by the Board, the admissions process for a potential Accelerated Active for Athletics subclass member shall commence at the earliest possible date. Candidates for Accelerated Active for Athletics designation must be able to make a meaningful and significant contribution to the respective sport s overall competitive level at the A level, or its equivalent. Each Accelerated Active for Athletics subclass member shall be required to participate in the sport for which the member qualified for such designation for no less than three (3) years from the date of the member s admission to the Club. The Club commissioner for the member s sport and the chairperson of the Club s Athletic Committee shall review the activities of Accelerated Active for Athletics subclass members annually at the close of each calendar year and determine if such members have fulfilled their athletic participation obligation for that year. Upon review and approval of the Board, the memberships of Accelerated Active for Athletics subclass members shall be renewed for successive periods of not more than one (1) year. Accelerated Active for Athletics subclass members who do not fulfill their athletic participation obligation during the first three (3) years of membership may have their membership and privileges terminated, except that if such failure is due to circumstances beyond the control of the member, which circumstances were not reasonably anticipated at the time of such member s admission, such member may, if he or she otherwise qualifies, petition the Board to transfer to another membership classification. An Accelerated Active for Athletics subclass member shall represent the Club through the contribution of his or her athletic skill as the Board or the Athletic Committee may reasonably request. Accelerated Active for Military/Law Enforcement/Fire Designation. An active member of the U.S. Military, or honorably discharged member of the U.S. Military, an active sworn law enforcement officer* or firefighter shall be eligible for consideration as an Active member designated Accelerated Active for Military/Law Enforcement/Fire. Accelerated Active for Military/Law Enforcement/Fire members is a subclass of Active members; the designation is not a separate membership class. The initiation fee shall not be waived for Accelerated Active for Military/Law Enforcement/Fire subclass members. The admission process for the first 25 applicants under Accelerated Active for Military/Law Enforcement/Fire member in every calendar year commencing on January 1, shall commence at the earliest possible date. The initiation fee for an Accelerated Active for Military/Law Enforcement/Fire member shall be paid on a 10 year payment schedule. The first year payment must The Olympic Club Bylaws November 16,

13 be paid in full within 30 days of notification of acceptance to the Club. Thereafter commencing on the anniversary date of acceptance to the Club, the member will be billed for the upcoming calendar year pro rata to the 9 years until the initiation is paid in full. (* A sworn law enforcement officer is someone authorized to carry a firearm and to make arrests under powers authorized by state or federal law) Proof of employment is required (photo ID for police, fire and military; and DD214 for military honorably discharged). It will be the applicant s responsibility to notify The Olympic Club if they are no longer active ; at which time he/she will be obligated to pay the remaining initiation fee balance in full to remain an Active member of the Club. A signed promissory note is required. Nonresident, Athletic or Contributing members are not eligible for this program. On leaving law enforcement or service as a firefighter, for any reason other than retirement (including but not limited to disability retirement), the remainder of the initiation fee shall be paid in full in the next billing cycle (b) Athletic Members. Any person who, in the judgment of the Board, is possessed of exceptional athletic skill and is capable of promoting the activities of the Club may be considered for an Athletic membership. Candidates for Athletic membership must bring unique and superior athletic prowess to their sport. In team sports they must be able to start on the Club s highest competitive team in their respective sport. In individual sports the candidate must be an Open level athlete or its equivalent. Such abilities may be evidenced by national or regional recognition of the candidate in a particular sport or as measured by the standards of the candidate s sport, in each case as determined in the sole discretion of the Athletic Committee. The initiation fee for Athletic members shall be waived. Each Athletic member shall be required to participate in the sport for which the member qualified as an Athletic member for no less than five (5) years from the date of the member s admission to the Club. The Club commissioner for the members sport and the chairperson of the Club s Athletic Committee shall review the activities of Athletic members annually at the close of each calendar year and determine if such members have fulfilled their athletic participation obligation for that year. Upon review and approval of the Board, the memberships of Athletic members shall be renewed for successive periods of not more than one (1) year. Athletic members who do not fulfill their athletic participation obligation during the first five (5) years of membership may have their membership and privileges terminated, except that if such failure is due to circumstances beyond the control of the Athletic member, which circumstances were not reasonably anticipated at the time of such member s admission, such member may, if he or she otherwise qualifies, petition the Board to transfer to another membership classification. The Olympic Club Bylaws November 16,

14 If an Athletic member fails to fulfill his or her athletic participation obligation in his or her sixth (6th) through tenth (10th) year of membership, he or she may apply to transfer to Active or Nonresident membership by complying with the applicable provisions of this Section, and the payment of the transfer fee as the Board shall direct, reduced by ten percent (10%) for each year of contributed services. An Athletic member shall represent the Club through the contribution of his or her athletic skill as the Board or the Athletic Committee may reasonably request. Athletic members shall enjoy the privileges and facilities of the Club upon such terms, conditions, and restrictions as the Board may impose. (c) Contributing Members. Any person who, in the judgment of the Board, is possessed of exceptional musical, literary, artistic or technical talent and who is capable of promoting the activities of the Club, may be considered for Contributing membership. The initiation fee for Contributing members shall be waived. Upon request of the Board or an authorized committee, any such member shall, as a representative of the Club, contribute skill or talent in such manner and in such activities as may be considered by the Board to be for the advantage of the Club. Contributing members shall be required to contribute their skill or talent for which they qualified as Contributing members for no less than five (5) years. The chairperson of the appropriate committee shall review the activities of Contributing members annually at the close of each calendar year and determine if the Contributing members have fulfilled their participation obligation for that year. Upon review and approval of the Board, Contributing members shall be renewed for successive periods of not more than one (1) year. Contributing members who do not fulfill their participation obligation during the first five (5) years of membership shall have their membership and privileges terminated, except that if such failure is due to circumstances beyond the control of the Contributing member, which circumstances were not reasonably anticipated at the time of such member s admission, such member may, if he or she otherwise qualifies, petition the Board to become a Nonresident member. If a Contributing member fails to fulfill their participation obligation in their sixth (6th) through tenth (10th) year of membership, they may apply to transfer to Active membership by compliance with the provisions of subsection (a), above, of these Bylaws and the payment of the prescribed transfer fee, reduced by ten percent (10%) for each year of contributed services. Contributing members shall enjoy the privileges and facilities of the Club upon such terms, conditions, and restrictions as the Board may impose. The Olympic Club Bylaws November 16,

15 (d) Honorary Members. The Honorary membership class is closed: No new Honorary members will be admitted to the Club, and no one may transfer into the Honorary membership class from another category of membership. Existing Honorary members shall pay no dues. Honorary members shall enjoy the privileges and facilities of the Club upon such terms, conditions, and restrictions as the Board may impose. (e) Intermediate Members. Any person of the age of eighteen (18) years and under the age of twenty-one (21) years is eligible to apply for Intermediate membership. Such membership shall continue at the discretion of the Board until the member has reached age twenty-one (21) years. An Intermediate member upon attaining the age of twenty-one (21) years, and who is elected to Active membership in accordance with the provisions of these Bylaws, may effect transfer to Active membership by payment of such transfer fee as may be established by the Board. Intermediate members shall enjoy the privileges and facilities of the Club upon such terms, conditions, and restrictions (including restrictions as to hours of access) as the Board may impose. (f) Junior Members. Any person of the age of eight (8) years and under the age of eighteen (18) years is eligible to apply for Junior membership. Such membership shall continue at the discretion of the Board until the member has reached the age of eighteen (18) years. A Junior member upon reaching the age of eighteen (18) years shall be eligible for transfer to Intermediate membership, under such conditions as may be determined by the Board. Junior members shall enjoy the privileges and facilities of the Club upon such terms, conditions, and restrictions (including restrictions as to hours of access) as the Board may impose. (g) Nonresident Members. A person who resides and works outside the boundary lines of the Counties of Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara, Santa Cruz, Solano and Sonoma ( Nonresident ) is eligible to apply for Nonresident membership. An Active member moving that person s actual residence and place of work to a location outside of the above ten (10) county boundary lines, may transfer from Active membership to Nonresident membership upon application to the Board and approval of such change. A Nonresident member who ceases to meet the requirements for Nonresident status as defined above shall notify the Membership Secretary within thirty (30) days of such change and shall become an Active member. Transfer to Active membership shall be made by the Secretary and be made on payment of such fees, if any, as may be fixed by the Board. The Olympic Club Bylaws November 16,

16 Nonresident members shall enjoy the privileges and facilities of the Club upon such terms, conditions, and restrictions as the Board may impose. (h) Senior Members. Any member in good standing who has attained the age of sixtyfive (65) years and has accumulated at least twenty (20) years of Active membership and whose total number of years of Active membership when added to the member s age equals ninety (90) or more, is eligible to apply for Senior membership. For purposes of this calculation, up to five (5) years of Contributing or Athletic membership shall be deemed to be Active membership. In addition, regardless of age, any member designated by the Board as a Fifty Year Member shall be eligible for Senior Membership. If an Active member requests transfer to Senior membership and is approved by the Board, the member s membership shall be transferred to Senior membership. Such member s voting rights will be terminated and his or her monthly dues and assessments shall be fifty percent (50%) of the monthly dues and assessments payable by such member if he or she were an Active member. A Senior member cannot hold a golf privilege, and may only retain a tennis privilege if there is no one on the waiting list for tennis privileges. A Senior member retaining a tennis privilege shall continue to pay the regular monthly tennis fee. Senior membership may only be granted by the Board if there is a waiting list for Active membership. Notwithstanding the foregoing, once a member becomes a Senior member, he or she may retain that status without regard to the waiting list for Active membership. Senior members shall enjoy the privileges and facilities of the Club upon such terms, conditions, and restrictions as the Board may impose. (i) University Members. Any Intermediate or Active member during his or her enrollment as a full-time student at a college or university is eligible to apply for transfer to University membership. University members shall enjoy the privileges and facilities of the Club upon such terms, conditions, and restrictions as the Board may impose. University membership shall cease upon reaching the age of thirty (30) years. Section 5. Membership Roster The Club shall keep a membership roster containing the name of each member, such member s membership classification, and the last postal and, if applicable, electronic mail address provided to the Club by the member for purposes of notice. The roster shall indicate whether a member is in good standing from time to time. The Olympic Club Bylaws November 16,

17 Section 6. No Member Liability for Club Indebtedness No member of the Club shall be personally liable for the debts, liabilities, or obligations of the Club. Section 7. Expenses of Members Members who participate at the Club s request in activities on behalf and as representatives of the Club may be reimbursed for, or advanced, actual expenses incurred or to be incurred by them, but no compensation whatever for such participation shall be paid directly or indirectly to such member except as provided in Article X. ARTICLE VIII MEMBER ADMISSION PROCEDURES; TRANSFER OF MEMBERSHIP Section 1. Invitation to Become a Member No person although otherwise eligible may become a member of the Club except upon approval and invitation as set forth herein. Any five (5) Active, Athletic, Contributing, or Senior members, or members of other membership classes if and as determined by the Board in its sole discretion, may propose that an invitation be extended to an eligible person (hereinafter called nominee ) to become a member of the Club in any classification for which such nominee is eligible and whose membership in their judgment will tend to advance the harmony, goodwill, good relationships, purposes and objectives of the Club. One (1) proposing member shall be the Proposer; the other proposing members shall be one (1) Seconder and three (3) References. The proposal, in the form approved by the Board, shall be completed by the Proposer in writing and shall list the nominee s name, residence, date and place of birth, business affiliation, the length of time the nominee has been known to the Proposer, and such other additional information as may be requested on the proposal form. The proposal must be countersigned by the Seconder and References who also shall list the length of time each of them has known the nominee. The proposal shall be forwarded to the Membership Department of the Club (subject to the supervision of the Club Secretary), who shall refer the proposal to the chairperson of the Admissions Committee. If a proposal nominates an Athletic or Contributing member, the Secretary of the Club shall refer said proposal to the committee having jurisdiction over the activity in which the nominee is expected to act and, if after such investigation as it deems appropriate such committee reports favorably, the proposal shall be forwarded by the Secretary to the chairperson of the Admissions Committee. Section 2. Investigation The Admissions Committee may make such confidential investigation as it deems necessary or appropriate and promptly thereafter make a report to the Board with its The Olympic Club Bylaws November 16,

18 recommendations regarding the nominee. The Board may authorize an invitation, reject the recommendation of the Admissions Committee, or authorize additional investigation. Section 3. Approval of Invitation to Become a Member If the Board approves an invitation, the Secretary shall promptly inform the nominee in writing that the nominee is invited to join the Club as a member of the classification for which the nominee was approved. Such invitation shall be accompanied by a copy of the Bylaws. The nominee shall be deemed a member of the Club in such classification, effective as of the date of Board approval. Within sixty (60) days after the date the invitation is sent, said nominee must sign and return to the Secretary an acknowledgment that he or she has read the Bylaws and must pay any required initiation fee, monthly dues, or other applicable fees. If, within said time, the above steps are not completed, the invitation shall be deemed withdrawn. The parent, if a member, must sign the Bylaws acknowledgement on behalf of a Junior who has been invited to become a member. If the parent is not a member, then the Proposer must sign the Bylaws acknowledgement on behalf of the nominee. Section 4. Rejection of a Proposal If the Board does not make a decision on a recommendation of the Admissions Committee within three (3) months of receipt of the recommendation, or if the Board rejects the Admissions Committee s recommendation of the nominee, the Secretary shall notify the Proposer and Seconders that the nominee has been rejected. The Proposer and Seconders shall notify the nominee. Section 5. Responsibility for Junior Members Every proposal for a nominee to Junior membership status shall contain a statement signed by the Proposer and Seconders. Each such proposal shall also be accompanied by a written statement, signed by the parent, parents or guardian of such minor, as the case may be, that the parent/guardian will be responsible for any obligation or financial liability incurred and releasing the Club from all liability for injuries to said minor arising out of use or participation by such minor of or in the Club s facilities or activities, or on the Club s premises. Section 6. Transfer of Membership; No Sale or Pledge of Membership Rights Transfer of membership from one classification to another shall occur only in accordance with such procedures and upon such terms as are prescribed by the Board and are not inconsistent with these Bylaws. Except as otherwise provided in these Bylaws, membership (including the privileges incident thereto) may not be transferred by sale, used as consideration in any exchange, or pledged as collateral for any debt; any such use or attempt to use memberships in any such The Olympic Club Bylaws November 16,

19 manner, shall be conduct unbecoming a member and grounds for termination or suspension of membership. ARTICLE IX MEMBER DISCIPLINARY ACTIONS, TERMINATION OF MEMBERSHIP AND RESIGNATION Section 1. Member Sanctions Subject to the provisions of this Article IX, the Board may impose sanctions on the members for any cause described in Section 2 of this Article. The Board may delegate to the Club s Standards Committee such duties and authority as it deems necessary or appropriate to manage the procedures for sanctioning members, but any determination to sanction a member will in all cases be made by the Board. (a) (b) (c) Types of Sanctions. Subject to the requirements of Sections 2 and 3 of this Article, the Board may impose any of the following sanctions on any member: written reprimand, suspension or termination. Written Reprimand. A written reprimand is a written expression of the Board s findings with respect to the circumstances giving rise to the sanction of the member. A written reprimand does not alter the good standing of the sanctioned member. The written reprimand shall be sent by the Secretary to the sanctioned member, and a copy of the reprimand shall be retained in such member s member file. A written reprimand does not affect the rights, privileges or obligations of the member or any persons deriving privileges through such member. Suspension (of Privileges or from the Club). A suspension disallows a member from exercising specified rights and privileges (i.e. suspension of privileges ) or exercising all of the rights and privileges (i.e. suspension from the Club ) of the member for a specified period of time; the specific rights and privileges and the suspension period shall be determined by the Board in its sole discretion. If the member is a voting member, the suspension will suspend such voting member s voting rights. A suspension shall not relieve the member of his or her obligation to pay dues, fees, and assessments otherwise payable by the member during the period of his or her suspension. A suspension also suspends the Club privileges of all persons deriving privileges through the suspended member, for the period of the suspension. A suspended member will not be in good standing for the duration of the suspension period. Unless the Board determines otherwise, a suspended member shall immediately become a member in good standing at the conclusion of the suspension period. The Board may suspend a member summarily at any time prior to the completion of the procedures described in Section 4 of this Article if the Board finds reasonable cause to believe that such member has engaged in conduct unbecoming a member as defined in Section 2(a) of this Article. Such a summary suspension shall remain The Olympic Club Bylaws November 16,

20 in effect until the next succeeding meeting of the Board, at which meeting the Board shall either set aside such order of suspension or allow it to remain in effect until the matter is finally determined under the procedures specified in Section 4 of this Article. The duration of any summary suspension counts toward the suspension period imposed as a sanction. (d) Section 2. Termination. A termination ends a member s membership in the Club and terminates all privileges incident to such membership and the rights and privileges of all persons deriving privileges through such terminated member, effective as of the effective date of the termination stated in the notice of the determined sanction given pursuant to Section 4(d) of this Article. Termination shall not relieve the member of his or her obligation to pay any dues, fees and assessments owing to the Club as of the date of the member s termination. No voting member s membership in the Club may be terminated except in accordance with the provisions of Section 4 of this Article. Causes for Member Sanctions, Including Termination Subject to the procedures set forth in Section 4, below, a member may be reprimanded, suspended or terminated for any of the following reasons: (a) (b) (c) Section 3. Unbecoming Conduct. A member who violates a provision of the Bylaws or a rule or regulation duly adopted by the Board and published to the members, or who engages in any activity or conduct the Board deems inappropriate for a member, or who disturbs the order, peace, or harmony of the Club or impairs its good name, shall be guilty of conduct unbecoming a member. A member who is convicted of or otherwise pleads guilty to a felony under State or Federal law shall be deemed to have committed unbecoming conduct under this Section, absent a finding to the contrary by the Board. Interests of Corporation. If the Board determines that continued participation by the member in the Club as a member is not in the best interests of the Club, the Board may sanction such member. Failure to Qualify. If the Board determines that a member no longer meets the qualifications set forth in Article VII, such member may be sanctioned. Automatic Termination for Nonpayment of Dues, Fees, or Assessments A member s membership in the Club shall automatically terminate in the event such member fails to pay Club dues, fees or assessments as provided in that Section 3 of Article XV. A member may avoid such termination by paying the delinquent amount, together with any interest thereon, as provided in Section 3 of Article XV. The Olympic Club Bylaws November 16,

21 Section 4. Procedures for Sanctioning a Member In the case of a proposed sanction of a member for any of the reasons identified in Section 2, above, the following procedures shall apply: (a) (b) Complaint of Unbecoming Conduct. A member of the Club in whose presence a member engages in allegedly unbecoming conduct, as that term is used in Section 2(a), above, may file a written complaint designating the time, place and circumstances of such unbecoming conduct. The General Manager, President, Vice-President, Secretary, and/or Treasurer may make or forward complaints or other information received from any source, including employees, to the Standards Committee and the Board. Unless otherwise determined by the Board, the Standards Committee shall investigate all complaints in accordance with the procedures below. Notwithstanding the foregoing, any complaint that, in the reasonable judgment of the Board or Standards Committee could cause the Club to be named as a party in any civil or criminal legal suit, will be reviewed by the Board, in consultation with appropriate legal counsel, rather than by the Standards Committee. Notice. The Board may in its sole discretion investigate a complaint and impose sanctions, forward the complaint to the Standards Committee for investigation or dismiss the complaint without investigation. The Board or Standards Committee in connection with any investigation of a complaint may advise the member who is the subject of the complaint of the substance of the complaint and seek such member s assistance with the investigation by personal or telephone interview or by other means. As part of any such investigation, the Board or Standards Committee shall give the member written notice that cause for investigation exists, the range of sanctions that may be under consideration and the reason why such sanctions are being considered. To the extent that it can be arranged within a 30-day period (or in unusual circumstances a longer period), the member shall be given an opportunity to appear at a hearing as specified in the following subsection (c). If the member is a voting member and the sanction proposed is termination, such notice shall be sent at least fifteen (15) days before the proposed effective date of proposed sanctions, before the date set for the hearing, by first-class or registered mail, to the last address provided by the voting member to the Club for purposes of notice. (c) Hearing. The member shall be given an opportunity to be heard, either orally or in writing, by the Standards Committee, provided that the Board, in its sole discretion and on terms that it shall solely determine, may permit the accused member to be heard instead, or in addition, by the Board. If the member does not appear and has not notified the Secretary of any adequate reason therefor, or chooses not to appear at the hearing, the Standards Committee or Board will select the appropriate sanction from those that have been previously proposed. The Olympic Club Bylaws November 16,

22 If the member is a voting member and the sanction proposed is termination, the hearing shall be scheduled not less than five (5) days before the proposed effective date of the proposed suspension or termination. (d) Section 5. Determination. Following a hearing, the Standards Committee shall submit to the Board a written report of its investigation and of the proceedings before the Committee and, if appropriate, recommended sanctions. Such sanction recommendation may include written reprimand of the member, suspension (of privileges or from the Club), or termination. The Board shall determine whether the recommended sanction should be imposed or whether the accused member should be sanctioned in another manner. In all cases, the member shall receive notice of the determined sanction, confirming the effective date of such sanction or specifying a later effective date, and shall be afforded a reasonable opportunity to present a letter or other written materials to the Board prior to the date on which the sanction takes effect. The Board, in its sole discretion and on terms that it shall solely determine, may permit the accused member to appear in person before the Board to address the sanction; provided, however, that before the Board terminates a member s membership, the member shall be afforded an opportunity to appear in person before the Board to address the sanction. No member shall be suspended for a period in excess of sixty (60) days or have their membership terminated except upon the affirmative vote of at least seven (7) or more Directors. There shall be no right of appeal from the Board s decision to sanction a member. Reinstatement Any member terminated for nonpayment of dues or fees or who resigns may be reinstated within twelve (12) months of the date of such termination or resignation without Board action, provided such member meets all applicable eligibility requirements in effect at the time of such reinstatement. In the event of such reinstatement, such member shall be returned to the place on the golf wait list held prior to termination or resignation. Reinstatement and golf wait list status after such twelve (12) month period of a member terminated for nonpayment of dues or fees or who resigned are subject to Board approval at its sole discretion. No member terminated for nonpayment of dues or fees and no resigned member may be reinstated without first paying all dues and fees that would have been payable by such member had the member not been terminated or resigned. In the event that a member is suspended or terminated for any reason other than resignation or nonpayment of dues or fees, reinstatement and the effects of reinstatement on the member s place on the golf wait list is subject to Board discretion. Section 6. Resignation of Members in Good Standing A member who is in good standing may resign from the Club by signing a written notice of such intention and delivering it to the Secretary. The Secretary shall provide written acknowledgement of receipt. Such resignation shall be accepted by the Board effective on The Olympic Club Bylaws November 16,

23 the first day of the next succeeding month. No resignation shall relieve the resigning member of any accrued but unpaid obligations to the Club. Reinstatement shall be subject to the provisions of Section 5, above. Section 7. Resignation of Delinquent Members A delinquent member may resign from the Club by signing a written notice of such intention and delivering it to the Secretary. The Secretary shall provide written acknowledgement of receipt. Such resignation shall be accepted by the Board effective on the first day of the next succeeding month. The resignation shall terminate all liability for dues accruing subsequent to the month in which the resignation is delivered to the Secretary s office but shall not relieve the resigning member from any other obligation or indebtedness incurred prior thereto. Reinstatement shall be subject to the provisions of Section 5, above. ARTICLE X TRANSACTIONS WITH OR INVOLVING DIRECTORS, OFFICERS, MEMBERS OR OTHER PERSONS PRESENTING A POTENTIAL CONFLICT OF INTEREST Section 1. (a) (b) Director Self-Dealing Transactions Transactions with Directors or Their Companies. A transaction between the Club and one (1) or more of its directors, or between the Club and any organization in which one (1) or more of its directors has a material financial interest, must be approved or ratified (i) by the voting members, or (ii) by the Board or a duly authorized Board committee after finding that such transaction is just and reasonable to the Club at the time; in either case without counting the vote, if any, of the interested directors thereon. Such approval must be given in good faith, with full knowledge of the material facts concerning the transaction and the director s interest in the transaction. In the absence of proper approval or ratification, a person asserting the validity of the transaction shall have the burden of proving that the transaction was just and reasonable as to the Club at the time it was authorized, approved, or ratified. Transactions with Organizations Sharing Directors. A transaction between the Club and any organization of which one (1) or more of its directors are directors may be void or voidable because of the presence of such director(s) at the meeting of the Board or a Board committee that authorized, approved, or ratified the transaction, unless (i) it was approved or ratified in good faith (A) by the Board or a duly authorized Board committee, with full knowledge of the material facts concerning the transaction and such directors other directorships and without counting the vote of the common directors thereon, or (B) by the voting members; or (ii) the transaction was just and reasonable as to the Club at the time of authorization, approval, or ratification. This subsection shall not apply to transactions covered by subsection (a) of this Section. The Olympic Club Bylaws November 16,

24 (c) Section 2. Interested or Common Directors in Quorum. Interested or common directors may be counted in determining whether a quorum is present at any meeting of the Board or a Board committee that approves or ratifies a transaction under this Section. Transactions with Members No member may receive compensation for personal services rendered to or on behalf of the Club unless authorized by the Board. Section 3. Conflicts of Interest Policy In addition to complying with any requirements imposed in this Article X, any transaction or arrangement between the Club and any third party that may involve an actual or apparent conflict of interest, as defined in the Club s Conflict of Interest Policy as then in effect, shall be addressed following the procedures established by or under that Policy. ARTICLE XI MEMBER PRIVILEGES: GUESTS AT THE CITY OR LAKESIDE CLUBHOUSES Section 1. Members Eligible to Extend Guest Privileges Members of the Club who are eighteen (18) years of age or older may bring a guest to Club facilities, for social privileges, by signing such guest s name in the customary manner at the facility which the guest is visiting. Such guests must be accompanied by the host member. Athletic privileges may also be extended to such guests from time to time in accordance with the Member Handbook. Section 2. Responsibility for Conduct or Indebtedness Incurred A member extending privileges under Section 1 of this Article to a guest shall be responsible for the guest s conduct and for any indebtedness incurred by the guest or on the guest s behalf. Section 3. Eligibility to Receive Guest Privileges A member who has been suspended from membership in the Club or any privilege of membership shall not, during the period of suspension, be extended privileges as a guest. A former member whose membership has been terminated for cause pursuant to the terms of Article IX shall not be extended privileges as a guest. The Olympic Club Bylaws November 16,