KINGSWOOD GOLF CLUB BYLAWS
Table of Contents
Article I ORGANIZATION
1.1 Name 3
1.2 Location 3
1.3 Purpose 3
1.4 Seal 3
1.5 Fiscal Year 3
1.6 Common Stock 3
Article II GOVERNMENT
2.1 Board of Directors 3
2.11 Eligibility 2.1211 4
2.12 Powers 2.121, 2.122,
2.123 2.124, 2.125 4
2.13 Limitation on Powers 4
2.14 Removal from Office 4
2.15 Vacancies 4
2.2 Officers 5
2.21 President 5
2.22 Vice President 5
2.23 Treasurer 5
2.24 Secretary 5
2.25 Indemnification 6
2.26 Bonding 6
Article III COMMITTEES
3.1 House 6
3.2 Grounds 6
3.3 Golf 7
3.4 Finance 7
3.5 Membership and Cart 7
3.6 Nominating 7
3.7 By-Laws 7
3.8 Election Committee 7
Article IV MEMBERSHIP
4.1 Voting 4.11, 4.12, 4.13 8
4.2 Non-Voting 4.21, 4.22, 4.23, 4.24 8
4.3 Standing 9
4.4 Initiation Fee 9
4.5 Dues 9
4.6 Fees and Special Assessments 9
4.7 Dividends 9
Article V MEETINGS
5.1 Stockholders 9
5.11 Annual 9
5.12 Special 10
5.2 Board of Directors 10
5.31 Membership 10
5.32 Membership Special 10
5.33 Board of Directors 10
5.34 Petitions 10
5.41 Membership 11
5.42 Board of Directors 11
5.51 Membership Meetings 11
5.52 Board of Directors Meetings 11
5.53 Order of Business 11
5.61 Proxies 11
5.62 Qualifications 12
5.63 Voting 12
5.64 Inspection 12
Article VI DISSOLUTION 12
Article VII AMENDMENTS 13
Section 1.1 – Name
The name of this organization shall be Kingswood Golf Club,
Inc., A Corporation organized under the Laws of the State of
New Hampshire, hereinafter in these By-Laws called the Club.
Section 1.2 – Location
The principal office of the CLUB shall be located in Wolfeboro,
Section 1.3 – Purpose
The purpose of the CLUB is to encourage participation in the game of golf and other appropriate exercises, and to promote social activities involving the membership.
Section 1.4 – Seal
The seal of the CLUB shall, subject to alternation by the Board of Directors, consist of a flat-faced circular die with the words "New Hampshire" together with the name of the Corporation and the year of its organization cut or engraved thereon.
Section 1.5 – Fiscal Year
The fiscal year of the CLUB shall begin on the first day of April
and shall terminate on the thirty-first day of March.
Section 1.6 – Common Stock
The amount of the authorized stock of the CLUB shall be ten
thousand shares of no par value Common stock.
Section 2.1 – Board of Directors
The business and the assets of the CLUB shall be managed by a Board of nine Directors, subject to the provisions of these By-Laws and the votes of the membership. Three Directors shall be elected, by ballot, by vote of the memberships at each annual meeting and shall occupy said office for a term of three years. The three nominees receiving the highest number of votes shall be elected. Directors shall assume office immediately upon their election.
2.11 – Eligibility
It shall be a prerequisite that the persons elected as Directors, shall hold membership in good standing in the CLUB. A Director shall be eligible to serve no more than two three-year terms, in any twelve-year period.
2.12 – Powers of Directors
In addition to the powers and authorities expressly conferred upon them by these By-Laws, the Board of Directors may exercise all such powers of the CLUB and do all such lawful acts and things as are not by statute or by these By-Laws directed or required to be exercised or done by the membership. Without prejudice to such general powers, it is expressly declared that the Board of Directors shall have the following powers, to wit:
2.121 - To purchase or to otherwise acquire for the CLUB any property, rights or privileges which the membership has voted to acquire, at such price or consideration and in accordance with terms and conditions including definitive financing plans as approved by the membership, and to pay therefore, either wholly or partly, in money, stock, bonds, debentures or other securities of the Corporation as the membership has authorized.
2.122 - In making an individual capital purchase, the Board of Directors may not commit more than seven percent (7%) of the total revenues from the previous fiscal year’s income statement. Any purchase exceeding 7% must be approved by a 2/3 vote including proxies of members at the annual meeting, or at a special meeting called by the Board of Directors under Article 5.32.
2.123 - To create, make and issue mortgages, bonds, deeds and negotiable or transferable instruments and securities secured by mortgage or otherwise, and to do every other act or thing necessary to effect the same, which the membership has authorized.
2.124 - To sell and convey by deed or otherwise, any property, rights and privileges which the membership has authorized to be sold and which are otherwise authorized by the Corporate charter.
2.125 - To delegate any of the powers of the Board in the course of the current business of the CLUB to any officer or agent, and to appoint any persons the agents of the CLUB with such powers and upon such terms as they think fit.
2.13 – Limitations on Powers of Directors
Nothing herein shall be construed to enlarge or abridge the powers of the Board of Directors in a manner inconsistent with the terms and conditions of the Stipulation For Consent Decree, Master’s Report and Order filed in Hilda Seaver, et al. v. The Kingswood Corporation and The Kingswood Club, Carroll County Superior Court Equity #7601, the terms of which are incorporated herein by reference.
2.14 – Removal from Office
Any Director shall be subject to removal from office by a majority of the membership at a regular meeting or a special meeting called for that purpose. Notice to the Director to be removed shall be given ten days prior to said meeting and notice to the membership shall be given in the manner prescribed by Section 5.3 herein. Officers appointed by the Board may be removed from office by a majority vote of the Board. Agents hired by the Board may be fired by the Board
2.15 – Vacancies
In case of any vacancy in the Board of Directors through death, resignation, disqualification or other cause, the remaining Directors, by an affirmative vote of the majority thereof, may elect a successor to hold office until the next annual meeting, at which time the membership shall elect a replacement to serve the remainder of the unexpired term. For purposes of eligibility for re-election, any Director appointed or elected to fill the unexpired term of another shall be considered to have served a full term if the time served is more than one and a half years.
Section 2.2 – Officers – Duties and Powers
Except as otherwise provided by law, the membership at each
annual meeting shall elect, by ballot, not less than three new
Directors. The Board of Directors shall meet immediately following the adjournment of the annual meeting and shall elect
from its members a President, a Vice President, a Treasurer and a Secretary.
2.21 – President
The President shall preside at all meetings of the
membership and of the Board of Directors at which he may be present. The President shall sign such instruments as the Board of Directors may direct and shall perform such other duties as the Board may prescribe or as may be imposed on him/her by law.
2.22 – Vice President
The Vice President shall perform the duties of the President in his/her absence or disability. The Vice President shall countersign with the President such instruments as the Board of Directors may direct and shall have such other powers and duties as may be delegated to him/her by the Board.
2.23 – Treasurer
The Treasurer shall collect all dues, fees and special assessments owing to the Corporation and shall have custody of all such funds, securities and financial records and documents of the Corporation, which may come into its possession. He/She shall pay all bills contracted by the Corporation. He/She shall see that a true and complete record of all monies and property of the Corporation received and the disposition made thereof; and that such books of account and records as maybe required by the board of directors are kept. He/She shall at all reasonable times exhibit the books and records to any Director of the Corporation and shall, whenever required by the Board, render a statement of the cash position. He/She shall have such other powers and perform such duties incident to the office as the Board of Directors may direct, with all his/her activities, however, subject to the control of the Board. The Treasurer shall produce a statement of revenues and expenses to accompany the notice of the annual meeting sent to the membership. He/She shall turn over to his/her successor all records, documents, monies and things of whatever sort pertaining to the office, at the conclusion of his/her term.
2.24 – Secretary
The Secretary shall be, and continue to be, a resident of the State of New Hampshire, shall keep his/her office there in, and shall be sworn to the faithful performance of his/her duties. He/She shall send out timely notices of and attend all meetings of the memberships and of the Board of Directors and shall keep, as minutes, a detailed record of all votes and business transacted thereat in books provided for that purpose. He/She shall keep within the State of New Hampshire the record of organization or a true copy thereof, and of all amendments thereto. He/She shall keep a record of all instruments and documents required to be recorded. He/She shall maintain an up-to-date copy of these By-Laws with all amendments referenced. He/She shall keep and maintain an up-to-date roster of the membership by class. He/She shall have custody of such other books, papers or correspondence as the Board of Directors may direct. All minutes, records, lists and other documents referenced in this section shall, at reasonable times and for legitimate purposes, be open to the examination of every membership or Director, particularly 30 days prior to the annual meeting. The Secretary shall perform such other duties as may be imposed by law. The Secretary shall maintain and post a copy of these By-Laws in the Kingswood Lounge, insure that copies are available to the membership and include a copy to each new member. He/She shall distribute copies of the annual meeting minutes to the membership within 60 days following the meeting. At the conclusion of his/her term of office he/she shall turn over to the successor all records and documents pertaining to the office.
2.25 – Indemnification
The CLUB shall indemnify its Directors and officers to the extent provided in New Hampshire RSA 293-A:5
2.26 – Bonding
The Treasurer or any other officer or Director having any funds or other assets of the CLUB in his/her control or custody shall furnish a surety bond at the expense of the CLUB in such amount or amounts as the Board of Directors may prescribe.
For better execution of their powers and duties, the Board of
Directors shall create such committees as occasion may require or as they may deem necessary. The President of the CLUB, subject to Board approval, shall appoint Chairmen of the various committees who shall be members of the Board of Directors. Other than the chairman, the committees shall be representative of the membership and non board members. Directors shall chair only one of the committees listed in Article III Section 3.1 – 3.7.
Section 3.1 – House Committee
This Committee shall have charge and control of the clubhouse, its contents, and the employees connected with the clubhouse, subject to the approval of the Board of Directors. It shall perform such other duties as may be delegated to it by the Board.
Section 3.2 – Grounds Committee
This Committee shall have charge and control of the grounds, all Club property and employees connected with grounds keeping operations. It shall be subject to Board Approval and shall perform such other duties as may be delegated to it by the Board.
Section 3.3 – Golf Committee
This Committee shall have charge and control of golf playing activities at the Club, subject to the direction and control of the Board of Directors. It shall have authority on such areas as tournaments, handicaps, course play and rules, early and regular twilight leagues, publicity and trophies, and such other duties as may from time to time be delegated to it by the Board.
Section 3.4 – Finance Committee
This Committee is to advise with the Treasurer on the finances of the Club, to prepare budgets, and to keep the Board advised as to the financial condition of the Club. The Finance Committee shall set up an audit committee to perform annual internal audit functions, such committee to consist of one Director and two non-directors nominated by the membership at the Annual Meeting.
Section 3.5 – Membership and Cart Committee
This Committee shall pass on the qualifications of candidates for admission to the Club and present its recommendations to the Board of Directors. It shall also be active to secure such membership level as may be requested by the Board.
Section 3.6 – Nominating Committee
This Committee, to consist of five members, shall prepare a list of nominations for such offices as are to be voted upon and filled at the annual meeting. They shall return such list to the Secretary in time to enable him/her to post it and send it to each membership with the notice of the annual meeting. Additional candidates may be submitted by the membership to the Secretary no later than 7 days before the annual meeting if accompanied by signed petitions of at least 20 members. Nominations from the floor are acceptable.
Section 3.7 – By-Laws
This Committee, to consist of not less than six members, shall review the By-Laws from time to time but in no event less than annually and shall recommend such amendments or revisions, as it deems necessary or advisable. It shall also consider any amendments or revisions proposed by the membership and shall report its recommendations to the Board of Directors.
Section 3.8 – Election Committee
This Committee, to consist of 4 members chaired by the Secretary, shall have the responsibility of distributing ballots and counting votes and proxies for the election of directors and other matters voted by ballot at the annual meeting.
Section 4.1 – Voting Memberships
Each membership as defined in this section shall be required to purchase one share of Common Stock of the CLUB and shall be entitled to one vote at all annual meetings and special meetings of the CLUB. Membership shall be as follows:
4.11 – Individual adult membership
4.12 – Husband and wife membership
4.13 – Life-time memberships created under the terms of the aforesaid Stipulation for Consent Decree,Master’s Report and Order in Hilda Seaver, et al. v. The Kingswood Corporation and The Kingswood Club.
Each of the above classifications shall be considered as one "membership." Each such membership, upon payment of the initiation fee provided under Section 4.4 and dues provided under Section 4.5 herein, shall be issued an acknowledgement indicating the purchase of one share of Common Stock in the Golf Club held on the Book of the Corporation, said share to remain so long as the membership is in good standing. All stock held on the Book of the Corporation for memberships shall be repurchased by the Golf Club automatically at the discontinuance of membership in accordance with Kingswood Golf Club Inc., Articles of Agreement, Article 4.
Section 4.2 – Non-Voting Membership
Other classes of membership may be established by the Board of Directors at its discretion. The non-voting membership is not
required to purchase a share of Common Stock and has no
financial interest in the property of the Golf Club and no voting
power. These memberships may include, but not be limited to,
such categories as:
4.21 – Student - Defined as a full-time student, single, living at home, between the ages of 20-25.
4.22 – Junior - Defined as a full-time student, single, living at home, between the ages of 14–19.
4.23 – School - Defined as a member of a school team, subject to very limited course play.
4.24 – Sabbatical - A Sabbatical is defined as a suspended membership which may be renewed at any time. All privileges of membership are suspended during the period of a Sabbatical. Any member on Sabbatical is accountable for any imposed assessments to members during that period of the Sabbatical.
Section 4.3 – Standing of Memberships
Each membership shall be deemed to be a membership in good standing unless determined and declared otherwise by the Board of Directors. Such determination may be made only for good cause shown. Good cause may include, but not necessarily be limited to the following: delinquency of 60 days in the payment of dues, assessments or any other obligations owing to the CLUB; negligent damage to CLUB property, theft of CLUB property; offensive social conduct in disregard of the rights and interest of other members; and intentional disregard and violation of house rules, ground rules or golf rules.
Section 4.4 – Initiation Fee
Each new voting membership shall pay a non-refundable initiation fee in such amount as the Board of Directors may determine.
Section 4.5 – Dues
Except as hereafter stated, each class of membership whether voting or nonvoting, shall pay such annual dues for its class as may be determined from time to time by the Board of Directors. Lifetime memberships created under the terms of aforesaid Stipulation for Consent Decree are exempt from payment of annual dues. The Board of Directors shall have the responsibility for identifying delinquent accounts and taking appropriate action.
Section 4.6 – Fees and Special Assessments
The Board of Directors may, as required from time to time by the financial requirements of the CLUB, subject to approval of the membership, institute or amend special fees or make special assessments. No membership, including the above mentioned lifetime memberships, shall be exempt from the payment of such fees or assessments.
Section 4.7 – Dividends
Consistent with the objectives that the CLUB be organized and operated for pleasure, recreation and other nonprofit purposes, and consistent with the provisions of the Internal Revenue Code, 501 et seg., particularly S501©TH(7), the Board of Directors may not declare dividends from the earned surplus of the CLUB, or from the net profits arising from its operation. No distribution of corporate assets may be made except as provided by Article VI herein and the aforesaid Stipulation for Consent Decree in Hilda Seaver, et al. v. The Kingswood Corporation and The Kingswood Club.
Section 5.1 – Stockholders
5.11 – Annual
The annual meeting of the membership of the CLUB shall be held at the office of the CLUB in Wolfeboro, New Hampshire, or at such other place in the State of New Hampshire as may be voted by the Board of Directors, at 4:30 in the afternoon on the third Saturday of August in each and every year, for the purpose of electing Directors and the transaction of such other business as may come before the meeting.
5.12 – Special
Special meetings of the membership for any purpose may be called by the President, and shall be called by the President, or Secretary at the request in writing of one-fourth of the memberships entitled to vote. Such request shall state the purpose of the proposed meeting and notify the membership.
Section 5.2 – Board of Directors
The Board of Directors may meet at such times and places, within or without the State of New Hampshire, as may be agreed upon by the majority of them. At any meeting, at which every Director shall be present or shall waive notice, even though held without notice, any business may be transacted. It shall be the duty of the President and the Treasurer at said meeting to give reports of the business of the preceding meeting and any other information relating to the business as requested by the Directors. A meeting of the Board of Directors for the transaction of such business as may come before the meeting shall be held immediately following the annual meeting and no notice thereof shall be required to be given.
Section 5.3 – Notices
5.31 – Membership Annual meeting
The Secretary shall cause written or printed notices of the time and place of holding each annual meeting, stating the action to be taken there at, to be mailed at least twenty days prior to the meeting, to each membership in good standing entitled to vote at the time of taking the list of memberships in good standing for such a meeting, at such address as appears on the records of the CLUB.
5.32 – Membership Special Meetings
The Secretary shall cause written or printed notice of the time and place of holding each such special meeting, indicating briefly the purpose thereof, to be mailed at least ten days before said meeting to each member of record entitled to vote at the time of taking the list of memberships qualified to vote at said meeting, at such address as appears on the records of the CLUB.
5.33 – Board of Directors Meetings
Notice of any meeting of the Board of Directors may be given by the President, or Secretary, in person, by telephone, by telegram, by letter or by email at least forty-eight hours prior to the meeting.
5.34 – Petitions
Any member in good standing may submit to the Board of Directors no later than thirty days prior to the annual meeting a petition, signed by no less than Fifteen (15) members in good standing, wishing for action to be taken at said annual meeting. The petition will be reviewed by the Board of Directors for their recommendation to the membership.
Section 5.4 – Quorums
5.41 – Membership Meetings
At any meeting of the membership, be it annual or special, thirty-five memberships in good standing and entitled to vote, including at least five members of the Board of Directors, present in person or represented by proxy, shall constitute a quorum of the stockholders for all purposes. If insufficient memberships in good standing necessary to constitute a quorum shall attend in person or by proxy at the time and place of meeting, the Chairman of the meeting or the persons representing a majority of the memberships present may adjourn the meeting from time to time without notice other than by announcement at the meeting, until sufficient memberships in good standing to constitute a quorum shall attend. At any meeting following such adjournment at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called.
5.42 – Board of Directors Meeting
At any meeting of the Board of Directors five Directors in good standing shall constitute a quorum. If there be no quorum at a meeting, those present may adjourn the same from time to time until a quorum is present. Once the quorum is established, a majority vote of those Directors present is necessary for the transaction of business. As provided by section 5.61, voting by proxy is not permitted at Directors meetings.
Section 5.5 – Procedure
5.51 – Membership Meetings
The President shall act as Chairman of such meetings, or in his absence, the Vice President. In the absence of both the President and the Vice President, the memberships may appoint any member to act as Chairman of any meeting. In the absence of the Secretary, the chairman may appoint any member to act as Secretary of the meeting in his/her stead.
5.52 – Board of Directors Meetings
At all meetings of the Board of Directors, the President, or in his absence, the Vice President, or in the absence of both of these officers, a member of the Board to be selected by the members present, shall preside.
5.53 - Order of Business
At all regular meetings of the membership, the following order of business shall be observed, unless changed by the Chairman for good reason at the outset of the meeting:
5.531 - Reading of minutes of previous meeting
5.532 - Reports of Officers
5.533 - Reports of Committees
5.534 - Unfinished business
5.535 - Election of Officers (if any to be elected)
5.536 - New business
5.54 - Orderly parliamentary procedure shall govern at all meetings.
Schedule 5.6 – Voting
5.61 - Proxies
Voting by proxy shall not be permissible at meetings of the Board of Directors. Directors, however, are permitted to vote by proxy at meetings of the membership. At each meeting of the membership, every membership qualified to vote, as hereinafter provided, shall be entitled to vote in person or may vote by a proxy or other appropriate written instrument, signed by such membership, and delivered to the Secretary before the meeting is called to order. No proxy, which is dated more than six months before the meeting named therein, shall be accepted and no proxy shall be valid after the final adjournment of such meeting.
5.62 - Qualification to Vote
It shall be the duty of the Secretary to prepare and make at least fifteen days before every annual meeting and ten days before every special meeting of the membership, a complete list of the memberships in good standing entitled to vote. Such list shall be open at the place where said meeting is to be held, one hour before every meeting, for the examination of any membership and shall be in the hands of the Secretary of the meeting of the membership, and subject to the inspection of any membership who may be present.
5.63 - Voting
Each membership in good standing shall have one vote. Upon demand of any membership, the vote on any question before the meeting shall be by ballot.
5.64 - Inspection
At each meeting of the membership where voting takes place, the Secretary shall act as the Inspector of Election.
In the event that The Kingswood Golf Club, Inc. dissolves and/or liquidates pursuant to RSA 292, as amended, the Kingswood Golf Club Inc. shall pay and distribute from corporate assets such amounts necessary to satisfy and discharge secured debt and unsecured debt and all other obligations under the priority established by law, and the remaining assets, if any, shall be distributed free and clear to the plaintiff class at a rate of 58.1 percent as shown on Exhibit B of the aforesaid Stipulation of Consent Decree in Hilda Seaver, et al. v. the Kingswood Corporation and The Kingswood Club, and to the voting membership of the Kingswood Golf Club, Inc. as defined in Sections 4.11, 4.12, and 4.13 herein, at the rate of 41.9 percent, with each said voting membership taking an equal share of said distribution.
These By-Laws may be repealed, or amended, or revised at any annual or duly authorized special meeting of the membership by an affirmative vote of two-thirds of the membership present and entitled to vote, provided that a larger vote is not required by law, and further provided that such repeal, amendment or revision has been stated in full in the notice of the meeting at which such action is to be taken.
When any proposed repeal, or amendment, or revision is properly before the meeting, the wording thereof may be altered by a single majority vote on a motion from the floor at such meeting, provided that the change is germane to the repeal, or amendment, or revision stated in the notice of the meeting.
The Board of Directors shall decide all questions of interpretation of these By-Laws.