2/28/2017 INGLEWOOD GOLF CLUB BYLAWS 2017 Current Bylaws supersede any previous Bylaws ARTICLE 1. MEMBERSHIP OF THE CLUB 1.1 Nature of Club: Inglewood Golf Club (the "Club") is a State of Washington 501(C7) nonprofit corporation and shall have no capital stock. No part of the Club's net earnings inures to the benefit of any member. In the event of liquidation of the Club, the Proprietary Member in good standing shall be entitled to share pro rata the assets and property of the Club with other Proprietary members, after payment of all debts and liabilities of the Club. 1.2 Classes of Membership. (a) (b) Membership in the Club shall consist of the following classes: Proprietary Members Associate Members: Social Associate Junior Executive Associate Honorary Associate Senior Associate Closed Classes of Membership Proprietary Class C Proprietary Class D The Proprietary voting members may, in the manner hereinafter prescribed for amending these Bylaws, amend, alter, or abolish any membership classification, or create one or more additional classifications. 1.3 Requirements for Membership. (a) The prerequisites to membership in the Club are: (i) Election to membership in accordance with Article 3; (ii) (iii) Payment of all initiation fees and other charges; For Proprietary members, purchase of a Certificate.
(b) No person claiming to be a member in any class in the Club shall be deemed to be a member of the Club or entitled to any of the privileges of the Club unless such person shall have met the requirements of Article 1.3(a) above. (c) By accepting membership in the Club, each member agrees to be bound by the Articles and Bylaws of the Club, as the same may change from time to time. (d) Membership Card. A membership card identifying the class of member shall be issued to all members. 1.4 Certificate of Proprietary Membership (the Certificate ). (a) A Certificate numbered serially and in a form shown after Article 1.5, and signed by duly authorized Officers, shall be issued to each Proprietary member who acquires a Certificate in accordance with these Bylaws. Only an executed counterpart of such Certificate shall be delivered to the member entitled thereto, and a copy of the original shall be kept by the Club in its safe or other place for safekeeping. Upon re-issue of a Certificate in accordance with these Bylaws, the counterpart and original Certificate shall be surrendered and cancelled and a new counterpart and Certificate issued. The new Certificate shall bear a new number and a stub shall be executed indicating the month and year of reissue. (b) Value. The Board of Trustees shall establish procedures necessary for the transfer of Certificates, which may be purchased or acquired only by those prospective members approved by the Board of Trustees for membership who have met the requirements of section 1.3. The price shall be as determined in the procedures established by the Board or by the buyer and seller in a private sale. A private sale is a sale transacted by a Proprietary member without the Club's assistance. All sales, including private sales may be made only as permitted in Article 1.5 below. (c) Encumbrance. Certificates may not be encumbered in any way, except that a security interest may be granted to a lender making a loan or loans in conjunction with an assessment of Proprietary members by the Club with the specific prior written authorization of the Board. (d) Dues Obligation of Proprietary Member. Proprietary members shall be personally liable for payment of all dues, charges and assessments with respect to his or her membership as determined by the Board, and all charges of the Proprietary member, the member's spouse, domestic partner, children and guests. 1.5 Issuance of Certificates of Proprietary Membership. (a) Sale. An issuance of a Certificate flowing from a sale or other transfer not specifically described in Section 1.5(b) (a Sale )by a Proprietary member and affected in 2
accordance with Article 1.3 shall be considered a sale of Proprietary membership. Certificates may be issued only to persons who have been elected to membership, paid the required initiation fee and only in accordance with procedures established by the Board, (except as set forth in Article 1.5(b). No issuances of Certificates are permitted except in accordance with such procedures. The dues of a selling Proprietary member shall not cease until the sale of that Proprietary member's certificate has closed. All dues, charges and other debts to the Club shall be paid in full before any Certificate is reissued. (b) Transfer. There shall be no transfer fee or initiation fee levied on the Transfer of a Certificate. An issuance of a Certificate flowing from a gift or a bequest to his or her spouse or domestic partner (as defined, from time to time by the Board), or child, and affected in accordance with Article 1.3, shall be considered a Transfer of a Certificate, as opposed to a Sale of a Certificate. All Transfers of Certificates, by gift or bequest to a spouse, domestic partner, or child, shall be handled by the Club, acting as an intermediary. As either a gift or bequest, a Proprietary member may Transfer his or her Certificate to a spouse or domestic partner, or to one of his or her children. Such a recipient will be processed for membership in accordance with Article 1.3. (i) Upon Death. Upon death of a Proprietary member, the membership shall continue in force until Transfer as provided in this Article1.5. If the personal representative of the deceased member makes application within six (6) months from the date of the said member's death, the Certificate may be transferred to the spouse or domestic partner, or child of the deceased who has been elected to membership. The death of a Proprietary member does not relieve the estate of the deceased Proprietary member for liability indebtedness incurred by Proprietary member prior to, and at the time of death, or obligations to pay dues and assessments until membership is sold or transferred (c) Void Sale or Transfer. Certificates may not be sold or transferred except in strict accordance with these Bylaws and such rules and regulations as may be established by the Board from time to time. Any sale or transfer of a Certificate, whether voluntarily, involuntarily, or by operation of law, in contravention of this Article is void. 3
Member No. CERTIFICATE of MEMBERSHIP IN INGLEWOOD GOLF CLUB A Corporation in the State of Washington This certifies that is a member of Inglewood Golf Club, a corporation of the State of Washington, and is entitled to all the rights and privileges of a member conferred by, and subject to, the Bylaws of Inglewood Golf Club. By accepting this certificate, its holder irrevocably subscribes to such Bylaws and any amendments subsequently made to them, as well as the policies established by the Board of Trustees. This Certificate may not be exchanged, sold or transferred except in the manner prescribed by the Bylaws of the Club. This Certificate may be voided by the Board of Trustees under the provisions of the Bylaws of the Club. DATED, INGLEWOOD GOLF CLUB By President By Secretary ARTICLE 2. MEMBERSHIP RESTRICTIONS AND PRIVILEGES 2.1 Proprietary Members. (a) Number. There shall not exceed four hundred three 403 Proprietary members. A person may not own more than one Certificate. Proprietary members are those persons who are elected to membership and acquire a Certificate. (b) Interest, Voice, Dues Obligation. The interest of each Proprietary member shall be equal to that of the others. No Proprietary member may acquire an interest which will result in any greater voice, authority or interest in the Club than that of any other Proprietary member. The owner in good standing of a Proprietary membership: (i) Shall be entitled to one, but not more than one, vote each time the membership votes; 4
(ii) Shall, upon dissolution of the Club be entitled to a share of the assets of the Club remaining after payment or provisions for all debts and liabilities of the Club contingent or otherwise; and (iii) Shall pay all dues, assessments, and charges as long as such Certificate is owned by him or her or their spouse or domestic partner, or held by owner's legal representative. (iv) Shall be under no liability to the Club or to the creditors of the Club for any liabilities and/or claims against the Club. (c) Rights and Privileges. A Proprietary member shall be entitled to the use of the golf course, Clubhouse and related facilities and the spouse or domestic partner, and children of a Proprietary member shall be entitled to use the Clubhouse under the rules and policies established by the Board of Trustees. (i) A Proprietary member may elect to have the privilege to use the golf course and related facilities made available to his or her spouse or domestic partner, and/or dependent children less than twenty-one (21) years of age, who reside with the Proprietary member. The Board shall establish a dues surcharge for members who elect such family privileges. (ii) A Proprietary member may elect to have the privilege to use the golf course and related facilities, made available to his or her unmarried children who are twenty-one (21) through twenty-four (24) years of age and who are attending college on a fulltime basis, or are an active member of the armed forces, and residing with the Proprietary member or residing at or about a college campus or military base. The Board shall establish a dues surcharge for each child allowed such privileges. (iii) Voting privileges See Article 8 2.2 Associate Members. There shall be four classes of associate memberships: Social, Junior Executive, Senior, and Honorary. Associate memberships terminate on the death of the member or non-payment of dues. Associate members shall have no interest in the assets of the Club upon its dissolution. Associate members shall not be entitled to vote on membership matters, but may serve on any standing committee. An Associate membership may not be sold, transferred, assigned, leased or encumbered in any manner whatsoever. Associate members shall pay such initiation fee, dues and charges as are fixed by the Board from time to time, until the Associate Membership is resigned provided, the obligation to pay dues shall continue until the resigning member s account has been paid in full. The Club reserves the right to collect all remaining balances in accordance with Washington State law. An Associate member may elect to have his or her privileges extended to his or her spouse or domestic partner, and/or 5
dependent children under the age of 21 years, who resides with the associate member. The Board shall establish a dues surcharge for Associate members who elect such privileges. (a) Social Associate Members. (i) Eligibility. There shall not be more than five hundred (500) Social members. Social members shall be individuals who are elected to Social membership in accordance with Article 3. The Board shall give preference in election of Social membership to candidates who are former owners of a Certificate of Proprietary Membership of the Club, or the spouse of a deceased Proprietary member. (ii) Rights and Privileges. Social members shall have the same rights and privileges as a Proprietary member to use of the Club property except the golf course practice facilities and related areas. (b) Junior Executive Associate. (i) Eligibility. There shall be not more than thirty-five (35) Junior Executive members. Junior Executive members shall be individuals who are elected to Junior Executive membership in accordance with Article 3. The Board shall have the discretion to determine, from time to time, the criteria and limits of eligibility. (ii) Rights and Privileges. Junior Executive members shall have the same rights and privileges as a Proprietary member to use of the Club property, subject to such limits as the Board may determine from time to time. (c) Senior Associate Member (i) Eligibility. There shall be not more than thirty (30) Senior Members. Senior members shall be individuals who are designated to Senior membership in accordance with Article 3. The Board shall have the discretion to determine, from time to time, the criteria and limits of eligibility. (ii) Rights and Privileges Senior members shall have the same rights and privileges as a Proprietary member to use of the Club property, subject to such limits as the Board may determine from time to time. (d) Honorary Associate Members. (i) Eligibility. The Board shall have the authority to admit as Honorary members, at the sole discretion of the Board of Trustees, such individuals as the Board of Trustees may deem as having made a substantial contribution to the Club and deserving of an Honorary membership, limited to ten (10) outstanding Honorary memberships at any time (ii) Rights and Privileges. Honorary memberships may be either golfing or non-golfing at the discretion of the Board of Trustees. Honorary members shall pay 6
such dues, initiation fees and charges as may be determined by the Board, but shall not be subject to assessments. Such memberships may be terminated by the Board of Trustees at any time. 2.3 Closed Classes. The classes of membership listed in Article1.2 (a) herein are closed to new entrants, but shall continue in force until the death or termination of the last membership in the class. Spousal transfers are allowed for closed classes. ARTICLE 3. ELECTION TO MEMBERSHIP 3.1 Election to Membership. No candidate for Proprietary membership or associate membership may become a member of the Club or use the Clubhouse, golf course or grounds, until the candidate is twenty one (21) years old, and shall have been approved for membership and, for Proprietary members, shall have purchased a Certificate as follows: (a) The candidate must be proposed and sponsored in writing by a Proprietary member and seconded by another Proprietary member in good standing. (b) The candidate must be investigated and favorably passed by sixty percent (60%) of the Membership Committee present and voting. A written notification shall be posted for all Proprietary members soliciting their written comments for 15 days. Members should submit comments to the Membership Committee before the candidate is approved by the Board. (c) The candidate shall be voted on by the Board. Any candidates receiving two (2) or more negative votes shall not be admitted to membership. (d) After being favorably acted upon by the Membership Committee and the Board of Trustees and favorably completing the 15 day posting, the candidate shall be notified of his or her election. A Proprietary member so elected may obtain a certificate by purchase or transfer, as provided in Article 1.5. (e) The Certificate shall be obtained as outlined by Article 1.5. Simultaneously with payment for the Certificate an initiation fee shall be paid in the amount fixed by the Board of Trustees. (f) If a Certificate is not immediately available, the candidate shall be placed on a waiting list in accordance with procedures established by the Board of Trustees. Priority shall be given to members of the family of a Proprietary member, described in Article 1.5(b). (g) A social or associate member may not become a Proprietary member of the Club until elected as provided in Article 3. 7
(h) No person shall be refused membership for reasons (but not limited to) of race, color, creed, sex, national origin or disability. ARTICLE 4. DUES, CHARGES AND ASSESSMENTS 4.1 Dues and Charges. The Board shall have the power to establish dues, initiation fees, transfer fees, charges and food minimums for all classes of memberships. The obligation of a Proprietary member to pay dues continues until his or her certificate is sold or transferred and a new Certificate is reissued as provided in Article 1.5 of these Bylaws 4.2 Assessments. The Board shall also have the power to assess Proprietary members for specific purposes, subject to the limitations described in Article 6.3. 4.3 Payment of Dues and Assessments and Other Charges. Dues, and assessments shall be payable in advance on the first day of the month for which they are levied. All other indebtedness shall be payable on the first day of the month following the month in which the indebtedness was incurred. The Club office shall mail to each member, on or about the 10th day of each month, a statement of the amount due. If payment is not made by the end of the month billed, a late fee may be assessed. The Board shall make rules and procedures to enforce this Article, which may include suspension of privileges and expulsion. 4.4 Lien for Payment of Dues and Charges. The Club shall have a first and prior lien against each Certificate for payment of dues, assessments, and all other indebtedness to the Club. All amounts owed the Club shall be immediately due and payable, and if not paid in full within thirty (30) days of notification, the Certificate of such person may be sold at the then available price as determined in the sole and absolute discretion of the Board, and the former member shall receive the amount remaining after deducting such member's indebtedness to the Club, including interest, penalties and all costs and attorneys' fees incurred by the Club. The Club reserves the right to collect all remaining balances in accordance with Washington State Law, and thereafter all further obligations of the Club to said former member shall cease. ARTICLE 5. SUSPENSION AND EXPULSION OF MEMBERS 5.1 Suspension and Expulsion. (a) The Board, upon a two-thirds vote of the entire Board, shall have the power to suspend, reprimand or expel any member, terminate the privileges of any member's spouse, domestic partner or child, and revoke the privileges of any guest for any violation of the Bylaws or rules and regulations as adopted from time to time by the Board, or for any conduct unbecoming gentlefolk, or which may be prejudicial to the best interest of the Club. The 8
accused member shall, after receipt of written notice sent by certified mail to the accused s last known address with a copy of the charges preferred, have the right to be heard in his or her own defense before the Board at the next scheduled meeting. (b) A Proprietary member whose membership privileges have been suspended shall continue to be liable for monthly fees, dues, surcharges, and assessments. (c) A Proprietary member who has been expelled from membership shall surrender his or her Certificate within ten days after written notification, sent by certified mail. Upon surrender the expelled member shall receive from the Club a payment equal to the average of the last three selling Certificates less any indebtedness, attorney fees owed by the expelled member and the initiation fee. ARTICLE 6. TRUSTEES AND OFFICERS - POWER AND DUTIES 6.1 Number and Qualification. (a) Each Trustee must be a Proprietary member of the Club and in compliance with Article 6.4 (a). No Proprietary member shall be eligible to be a Trustee until having been a Proprietary member for two (2) continuous years, unless the Proprietary membership is the result of a recent spousal transfer and the recipient has been an Inglewood golf participant for at least the most recent two years. Prior to each Annual Meeting three (3) Trustees shall be elected to the Board for a term of three (3) years to replace the three trustees whose terms expire that year. The new Trustees shall take office January 1. Trustees shall serve until the expiration of their term of office and until the successors are elected and qualified. No Proprietary member or their spouse may serve as a Trustee for more than six (6) years in any nine (9) year period. (b) The President shall, not less than one hundred and ten (110) days prior to the Annual Meeting, appoint a Nominating Chairperson for the Nominating Committee. The Nominating Committee shall be composed of one Past President, one present Board member and three Proprietary members who are not Board members. The Committee shall at least eighty (80) days prior to each Annual Meeting nominate at least the minimum number of Proprietary member or members to fill the Board vacancies. Such nominations shall be submitted in writing, signed by the members of the Nominating Committee, to the Secretary within the time above provided, who shall, not less than eighty (80) days prior to the Annual Meeting, post such nominations in the Clubhouse. (c) Any fifty (50) or more Proprietary members in good standing at least sixty (60) days prior to the Annual Meeting may nominate other Proprietary members for Board 9
vacancies. Such nomination shall be submitted in writing, signed by Proprietary members in good standing, within the time above provided, to the Secretary, who shall, not less than fifty (50) days prior to the Annual Meeting, post such nominations with the Committee's nominations, compliant with Article 6.1a and Article 6.4a (d) Voting for Trustee refer to Article 8.1 6.2 Organization of Board. (a) At the Annual Meeting of the voting Proprietary members, the newly elected Officers shall be presented to the membership. The President shall be a Trustee; the Vice President and Secretary shall be Trustees, the Treasurer need not be a Trustee but must be a Proprietary member. (b) The Officers of the Club shall perform the duties usually required of such Officers and such other duties as the Bylaws shall prescribe or as shall from time to time be required by the Trustees. (c) The Officers of the Club shall hold office for a term of one (1) year, or until their successors are duly elected and shall be subject to suspension or removal by a vote of a majority of all the Trustees. 6.3 Power and Duties. The corporate powers, business, property and affairs of this Club shall be exercised, conducted, managed and controlled by a Board of nine (9) Trustees. These powers shall include the following: (a) Rules and Regulations. The Trustees shall be authorized to prescribe rules regulating the affairs of the Club and the conduct of the members. (b) Dues, Initiation Fees, and Assessments. The Trustees shall have the power to fix, assess and levy dues, initiation fees, food minimums, and charges or fees to be paid by the members of each class. During any consecutive 12-month period, the Board shall have the power to assess Proprietary members up to an aggregate amount equal to two (2) months current dues without a membership vote. (c) Limitations. No expenditure shall be made or obligation incurred for any purpose whatsoever other than for the benefit of the Club and the maintenance and improvement of Club properties. The Board of Trustees shall not have the authority to encumber, sell, lease, or otherwise dispose of any real property of the Club without the affirmative vote of two-thirds (2/3) of Proprietary members who have cast ballots and voted in accordance with Article 8. This section may not be amended without the affirmative vote of two-thirds (2/3) of Proprietary members, who have cast ballots and voted in accordance with Article 8. (d) Without the affirmative vote of the majority of the Proprietary member who have cast ballots and voted in accordance with Article 8, the Board of Trustees may not: 10
two month s dues. (i) (ii) Undertake any single capital improvement project in excess of Cause the Club to have outstanding at any one time borrowed indebtedness in an aggregate amount exceeding one month s dues for operating deficits. (iii) Cause the Club to have outstanding any long-term indebtedness in an aggregate amount exceeding one month s dues incurred for real property improvements Article 6.3(b) (iv) (v) Assess Proprietary members beyond the limitations described in Borrowing. Subject to the foregoing limitations, the Trustees shall have power to borrow such monies as may be authorized by resolution adopted upon a vote of a majority of the Trustees. (e) Depository of Funds. The Trustees shall select a bank depository of all funds of the Club, and shall cause all such funds to be deposited therein; and such funds shall only be paid out on the check of the Club signed by an Officer of the Club, or approved manager of the Club; provided that, at least two signatures shall be required for any checks over an amount to be determined by the Board. For any check over an amount to be determined by the Board, an Officer signature shall be required. (f) Compensation. No Trustee or elected Officer shall receive an expectation of either salary or compensation from the Club. 6.4 Removal; Vacancy. (a) Removal from Office. Any Trustee, who is not a member in good standing, shall cease to be a Trustee. (b) A Trustee may be removed from the office of Trustee by a vote of a majority of the Board for failure to attend three meetings, whether regular or special, of the Board during any twelve-month period, or by vote of the Proprietary membership at any annual or special meeting. A Trustee shall be automatically removed from office in the event of suspension or termination of his or her membership. (c) Vacancies. Any vacancy occurring in the Board shall be filled by a vote of at least 75% of the remaining Trustees. The person so appointed shall hold office for the remainder of the departing Trustees term. 6.5 Trustees and Officer Liability and Indemnification. (a) To the greatest extent permitted by law no Trustee shall be personally liable for any loss or damage suffered by the Club, any Proprietary member, any associate member or any third person for any discretionary decision or failure to make a discretionary decision within his or her official capacity as a member of the Board of Trustees, unless the decision or failure to decide constitutes fraud. 11
ARTICLE 7. MEETINGS 7.1 Rules of Order; The rules contained in the current edition of Robert s Rules of Order Newly Revised, shall govern the Inglewood Golf Club in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt. 7.2 Meetings. (a) Annual Meeting. An Annual Meeting of the Proprietary members of the Club shall be held at the Clubhouse no later than the second Monday in October of each year, and at 7:00 p.m. and adjourning no later than 11:30 p.m. Notice thereof shall be given by the Secretary by mailing such notice to each voting member not less than thirty (30) days prior to date of such meeting. The order of business shall be as follows: (i) Reading and approval of the minutes of the previous Annual Meeting, Year End Report Meeting and intervening special meetings of the membership; (ii) President's report; (iii) Treasurer's report; (iv) Committee reports, as designated by the President; (v) Presentation of Officers; and (vi) New business. (b) Year End Meeting. The Board of Trustees shall set a date that is not later than the second Monday in the month of April, for the Year End Meeting of the members, which shall be held in the Clubhouse beginning at 7:00 p.m. and adjourning or recessing not later than 11:30 p.m. Proprietary Members shall be mailed a notice thirty (30) days in advance of such meeting. The order of business at the Year End Meeting shall be as follows: (i) Reading and approval of the minutes of the previous Year End Meeting, Annual Meeting, and intervening special meetings of the membership; (ii) President's report; (iii) Treasurer's report; (iv) Committee reports, as designated by the President; and (v) New business. (c) Special Meetings. Special meetings of the Proprietary members may be called at any time by the President or by a majority of the Board, and shall be called by the Secretary upon receipt of a written petition of not less than fifty (50) Proprietary members in good standing requesting a special meeting. Notice of special meetings stating the place, day, 12
hour and purpose or purposes of the meeting shall be given by the Secretary by mail, electronic communication or personally to each Proprietary member not less than twenty (20) nor more than fifty (50) days prior to the date on which such meeting is to be held. Only matters set forth in the notice may be voted on at a special meeting. (d) Voting Rights. Voting Rights of Proprietary Members (i) Voting by Proprietary members at the Annual Meeting, the Year End Meeting and any special meeting shall be limited to the question of whether all members should be polled, by mail, in order to affect any of the following: (ii) The approval for the Board of Trustees to take action on any subject in which the Board of Trustees authority is limited. (iii) The recall of a Trustee. (iv) The amendment, suspension or waiver of any of the provisions of the Bylaws. (e) Quorum. A quorum is necessary for the transaction of business at an Annual Meeting, Year End Meeting and any special meeting of the membership shall consist of those Proprietary members in-good-standing in attendance. Voice voting or a show of hands shall be the method of voting used and a majority of those Proprietary members in attendance who vote on a question shall prevail. The President, with the approval of the majority of those Proprietary members of the Board of Trustees in attendance at any such membership meeting, may recess the meeting to a future date, if, in his or her opinion, there is an insufficient number of Proprietary members in-good-standing present to represent the interest of all the Proprietary members. (f) Proxy Voting. Voting by proxy shall not be permitted except for the election of Officers by the Board of Trustees. (g) Voting by Mail. The Board may determine that votes of the membership may be made by mail using the procedure under Article 8.1 (a) (b)) and shall conduct all votes regarding assessments, Trustee elections and Bylaws changes as provided in Article 8.1 (a)(b) consistent with these Bylaws and any special rules of order the Club may adopt. 7.3 Board Meetings. (a) Regular Meetings. Regular meetings of the Board shall be held at least once each month, at such times and places as shall be determined by a majority of the Board; the Board may cancel one regular Board meeting in each twelve (12) month period if there is insufficient business to warrant conducting a meeting. (b) Quorum. A quorum shall be necessary to conduct business at a meeting of the Board of Trustees, and shall consist of five (5) Trustees. 13
(c) Special Meetings. Special meetings of the Board shall be called at any time by the Secretary on order of the President or by request of three (3) Trustees. The Secretary shall give each Trustee notice, in person, by mail, email or telephone of all special meetings at least five (5) days in advance. 8.1 Ballots. (a) ARTICLE 8. MEMBERSHIP VOTING The Secretary of the Club, as directed by the Board of Trustees, shall prepare ballots for use in voting and mail the same to each proprietary member entitled to vote, at the members address shown on the records of the Club. Electronic voting will be allowed, in accordance with the club policy manual, upon Board approval. Where a proprietary member entitled to vote has for any reason not received a ballot or where such ballot has been lost or destroyed, if time permits prior to casting the ballot, a new ballot shall be furnished to the voting member by the Secretary upon member s written request. (b) Proprietary members shall, prior to the opening of ballots, return the ballot to the Secretary in care of the Club, in an envelope furnished by the Secretary marked ballot, which envelope shall in turn be enclosed in an envelope addressed to the Secretary at the mailing address of the Club, also furnished by the secretary. The second envelope shall contain blank spaces where the proprietary member shall print and sign his or her name. Neither the inner envelope nor the ballot shall identify the member casting the vote. 8.2 Trustee Election. (a) The ballot for trustees shall contain the names of all nominees. These ballots shall be sent at least thirty-five (35) days prior to the annual meeting and shall be tallied prior to the annual meeting. 8.3 Assessment of Membership. (a) The ballot for assessment must be in specific language as to the intended need or purpose. (b) Balloting for a membership assessment may take place at any time during the year and shall be conducted in accordance with the Article 8.1. All ballots shall be sent with a return date (deadline date) of not less than twenty (20) days from the date of mailing. An affirmative vote of the majority of the members who return such ballots by the deadline date, shall be required to pass an assessment. 8.4 Amend, Suspend or Waive Bylaws. (a) The ballot to amend, suspend or waive any portion of these Bylaws made in accordance with Article 12 must be in specific language. (b) Balloting for 8.4 (a) may take place at any time during the year and shall be 14
conducted in accordance with Article 8.1. All ballots shall be sent with a return date (deadline date) of not less than twenty (20) days from the date of mailing. An affirmative vote of the majority of Proprietary members who have cast ballots and voted in accordance with this Article 8 by the deadline date, shall be required for any amendment, suspension or waiver of these Bylaws. ARTICLE 9. LIABILITY FOR PROPERTY 9.1 Liability of the Club. The Club will not be liable or responsible for the destruction, loss, or damage to the property of any Proprietary member or guest, but the Club may, nevertheless, in the sole discretion of the Board, compensate any Member or guest in whole or in part for articles lost, destroyed or damaged while on Club property. 9.2 Reimbursement by Members. Members shall promptly reimburse the Club for the value of any Club property damaged, destroyed, or taken from the Club without the Club s prior written consent, by the member, the member's spouse, children or guests. Such amounts may be added to the members account. 9.3 Hold Harmless. Members shall indemnify, defend, and hold the Club harmless from all injury (including death) to persons and damage to or loss of real or personal property proximately caused by the negligent ( whether willful, intentional or unintentional) actions or omissions of any member occurring on or about Club premises. ARTICLE 10. CLUB AND GOLF COURSE OPERATIONS; COMMITTEES 10.1 Club Administration. The Board shall employ one or more managers who shall be responsible to the Board for the overall administration and operation of the Club property and affairs and all Club facilities including the Clubhouse, Golf Shop, and Golf Course. Any such manager will be titled appropriately to reflect the nature and extent of their specific responsibilities. These primary areas shall be deemed separate departments with department heads designated as follows: (a) Clubhouse (including bar, food service, locker rooms, etc.) of which the Clubhouse Manager or General Manager shall be the department head; (b) Golf Course (including practice grounds and putting green, maintenance building, Clubhouse grounds, and equipment), of which the Golf Course Superintendent shall be the department head; and (c) Golf Shop (including golf car storage, auxiliary club storage, shop merchandise, etc.) of which the Golf Professional shall be department head. 15
(d) Employment contracts or independent contractor agreements for the any of the forgoing positions shall require approval of the Board. (e) The management shall each year prepare and present a budget for all Club operations for the forthcoming year at least forty-five (45) days prior to the end of the current fiscal year for approval by the Board. The Board shall adopt an annual budget prior to each forthcoming year and authorize the Club and committee programs which shall be carried out by the management in cooperation with the department heads and each committee. Management shall not have authority to make expenditures, except those provided for in the budget. All other expenditures or programs must have written approval of the Board which would be granted at a regular or special meeting. 10.1 Committees. The President shall annually appoint standing and special committee chairs, normally Proprietary members, with approval of the Board of Trustees. Spouses or domestic partners of Proprietary and associate members may serve on standing committees. The standing committees are as follows: (1) Finance Committee (2) House Committee (3) Green Committee (4) Social Events Committee (5) Tournament Committee (6) Golf Committee (7) Membership Committee (8) Strategic Planning Committee (9) Human Resource Committee In addition, the Board shall appoint such committees from time to time as are deemed appropriate and set the duties and responsibilities. 10.2 Committee; Duties and Responsibilities. Each Committee shall have responsibility to investigate all phases of Club activity for which the Committee name is descriptive, and/or as may be specifically designated by the Board and make recommendations to the Board. All Committees shall prepare and submit to management an annual budget and program of Committee functions and duties for approval and incorporation into the annual Club budget and program activities for each coming year. The Finance Committee shall review, and make recommendations to the Board concerning, the proposed annual budget. The Finance 16
Chairperson shall report its activities and make recommendations to the Board through the General Manager, at least thirty (30) days prior to the Annual Meeting. No Committee shall have the power to expend funds or incur indebtedness for any reason. ARTICLE 11. CONFLICT OF INTEREST AND INTEREST IN CONTRACTS 11.1 Conflict of Interest. Except with the approval of at least two-thirds of the entire Board, exclusive of the vote of the affected person: (a) No Officer, Trustee, or employee of the Club shall have any interest, financial or otherwise, direct or indirect, or shall engage in any business or transaction or professional activity, or shall incur any obligation of any nature, which is in conflict with the proper discharge of such person's duties in the interest of the Club. (b) No Officer, Trustee or employee of the Club shall transact any business in an official capacity on behalf of or for the benefit of the Club with any business entity of which such person is an Officer, agent, employee or member, or in which such person owns an interest whether acquired before or after becoming an Officer or Trustee or accepting employment with the Club. (c) No Officer, Trustee, or employee of the Club or any firm, corporation, association or other business entity in which such Officer or employee owns a controlling interest, accept any gratuity or item of value from the other or sell goods or services to the Club. (d) No Officer, Trustee or employee of the Club be beneficially interested, directly or indirectly, in any contract, sale, lease or purchase which may be made through or under the supervision of such Officer. ARTICLE 12. ADOPTION AND AMENDMENT TO BYLAWS 12.1 Proposals to amend, suspend, or waive any portion of the Bylaws of Inglewood Golf Club may be made by the Board of Trustees or as a resolution passed by a majority of those members in good standing who attend an Annual meeting, Year End Meeting or special meeting of the members. words: ARTICLE 13. CORPORATE SEAL AND INSIGNIA 13.1 Seal. The Club shall have a corporate seal, bearing thereon the following Inglewood Golf Club 17
Corporate Seal 1934 Washington Or such other words as may be required from time to time by the laws of the State of Washington. 13.2 Insignia. The Club shall have an insignia as adopted by the Board, and a facsimile affixed to these Bylaws by appendage, and which can only be changed by the Board, subject to the approval of the voting Proprietary members. 18