RIVERBEND GOLF CLUB
AMENDED AND RESTATED CONSTITUTION
3/6/2019
Preamble – Riverbend Golf Club was founded on or about 2006 through the original document entitled “Constitution and By-Laws”. The controlling body of officers later amended that document in 2012 by modifying and amending Article III and by adding an Article VII as provided in that document. It is now the desire of the Board of Directors and the larger membership to further amend the original document to update it for operational changes required by efficiency and the growth of membership, and to restate the Constitution and By-Laws as two (2) documents and to provide the Board with greater flexibility to make changes to the By-Laws without requiring a special membership meeting, while continuing to provide the membership with the control of the Club under the terms of the Constitution, amended and restated. For those reasons, the Membership does hereby Amend and Restate the Constitution as follows:
Article I – NAME
The name of this golf club shall be Riverbend Golf Club (herein “Club”). It shall be a private club and it has been and is the intention of the founders of the Club that it shall have no revenue in excess of its expenses or not-for-profit, although it is possible that some cash may accrue in its treasury.
Article II – PURPOSE
FIRST: To stimulate interest in golf in the Riverbend Community by bringing together a group of golfers desirous of forming a golfing organization.
SECOND: To promote and foster among the members a closer bond and fraternity for their joint and mutual benefit, and to promote and conserve the best interests and true spirit of the game of golf as embodied in its ancient and honorable traditions.
THIRD: To encourage conformance to the USGA Rules of Golf by creating a representative authority.
FOURTH: To maintain a uniform system of handicapping as set forth in the USGA GHIN Handicap System and issue USGA GHIN Handicap Indices to the members.
FIFTH: To provide an authoritative body to govern and conduct club competitions.
Article III – MEMBERSHIP
Section 1. Membership shall be available to all men and women who live in Riverbend plus those paid members as of July 24, 2012.
Subsection 1.a Non-Riverbend residents living within a 50 mile radius, who have played as a guest for at least 5 times, and observed by a member of the Board of Directors, may be considered for membership in the Riverbend Golf Club.
Section 2. Memberships in the club are individual and non-transferable.
Section 3. Only golfers with a reasonable and regular opportunity to play golf with fellow members and who can personally return scores for posting may be members and receive USGA GHIN Handicap Indices from the club. The Board of Directors shall have the authority to create classes of membership and to place the names of those individuals in those classes so long as it believes said creation and designations are in the best interest of the Club and the Purposes set forth in Article II hereof.
Section 4. Membership confers no voice in the operation of any golf courses, clubhouses or any facilities of the courses.
Section 5. Membership confers no special privileges in connection with any golf course.
Section 6. Memberships in the club are for a calendar year only, with all memberships expiring on December 31.
Section 7. In the event that any member of the Club shall commit any act which reflects discredit or disrepute thereon or shall refuse or neglect to comply with the rules and regulations adopted by the Board of Directors or the duly appointed officers, such member shall be subject to suspension or expulsion after ten days written notice and the right to be heard, by a vote of two-thirds of the Board of Directors meeting as the Disciplinary Committee at a special meeting called for such purpose.
Section 8. The Annual General Meeting of the Riverbend Golf Club shall be held on the first Wednesday in the month of March. The Board of Directors shall provide for the holding of such other meetings as may be deemed necessary or desirable. The membership may call for a special membership meeting and upon written petition signed by not less than twenty (20%) percent of the membership, the Board shall call and hold such special membership meeting to address the issue needing attention as stated in the petition.
Section 9. A quorum at any membership meeting shall be twenty (20) members present in person, by signed and dated absentee ballot or by written signed and dated proxy. Each active member in good standing shall be entitled to one vote.
Section 10. All membership fees and dues shall be established and set by the Board of Directors from time to time in such amounts as they deem to be adequate to operate and maintain the club. Members shall be liable for dues until their written resignation has been received and accepted. All monies collected shall accrue to the benefit of the membership.
Article IV – BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of five (5) members in good standing in the Riverbend Golf Club and they shall exercise all powers of management of the club not specifically excepted by this Constitution. It is understood that as of the preparation of this Amended and Restated Constitution, the term of all five (5) members of the current Board of Directors commenced for a term of one (1) year in May 2016 through May 2017. Because the date of the Annual Meeting is being changed from the 3rd Wednesday in May to the 1st Wednesday in March by the approval of the membership adopting this document, the terms of the current Directors and Officers would otherwise be shortened to ten (10) months from the initial one (1) year term. Starting with the Annual General Meeting on the date this Amended and Restated Constitution is adopted by the membership (March 2017), the Board Directors shall serve staggered terms as follows: three (3) of the currently serving Directors (herein “Class B Directors”) shall serve until the first anniversary of the Annual General Meeting (March 2018) and two (2) of the currently serving members (herein Class A Directors”) serve until the Annual General Meeting in which this document is adopted (March 2017). Therefore, the two (2) Class A Directors replacements will be elected at said Annual General Meeting. Thereafter, the replacement of each Director in each Class (A and B) will serve a term of two (2) years commencing with the election of that Class of Director. Thus, the currently serving Class B Directors (the three Director group) will have served from May 2016 through March 2018 at which time each of the three Class B Directors will stand for election, and each of the currently serving Class A Directors (the two Director group) will have served from May 2016 through March 2017 at which time two Class A Directors will stand for election. Thereafter, an election shall be held each year at the Annual General Meeting for the alternating Class of Directors (Class B in 2018, Class A in 2019, Class B in 2020, etc.)
Section 2. At least five (5) weeks prior to each Annual General Meeting, the Board of Directors shall appoint a nominating committee consisting of three members of the organization. The Board shall appoint a committee of three judges who are not members of the Board or candidates for election to supervise the election. At least four (4) weeks prior to the Annual Meeting, this committee shall submit to the Board and shall post upon the club bulletin board or email to each of the member’s last provided email address, the list of at least two (2) or three (3) nominees as the case may be depending on the number of Directors whose terms will expire at that Annual General Meeting, to fill any vacancies for the term of office beginning on the day of the meeting. Names of other members in good standing may be nominated by petition signed by a least five (5) members and submitted to the Board at least three (3) weeks prior to the Annual Meeting. At least two (2) weeks prior to the Annual Meeting, a list of all candidates nominated shall be mailed or emailed to each member at their last known address or email address and a copy of such list shall be posted on the club bulletin board, if any. There shall be no nominations from the floor at the Annual General Meeting as absentee ballots are to be allowed provided they are signed, dated and received by the election judges two (2) days prior to the date of the election.
Section 3. Voting shall be by written ballot in person at the meeting or by official absentee ballots on forms obtained from the election judges when the member’s absence is for good reason, provided they are signed and dated by the member and received by the election judges no less than two (2) days before the election date, and those two (2) or three (3) names, as the case may be, receiving the greatest number of votes cast shall be declared as elected.
Section 4. The Board of Directors shall meet at such times and places as they may select and a majority of the Board shall constitute a quorum at any meeting.
Section 5. In the case of any vacancy through death, resignation, disqualification or other cause, the remaining directors, even though less than a quorum, may elect a successor by majority vote to hold office for the unexpired term of the director (Class A or B respectively) whose place shall be vacant, and until the election of his successor.
Article V – OFFICERS AND COMMITTEES
Section 1. Within fifteen (15) days after each Annual General Meeting and election of Directors , the Board of Directors shall meet and elect the officers whose terms in office shall be one (1) year. Should a Director also serve as an officer during the same year, his term as an officer expires after one (1) year, subject to re-election by the new Board, notwithstanding the fact his term as a director is two (2) years under the staggered terms Board concept described in Article IV.
Section 2. The officers shall consist of those roles reasonably determined to be necessary by the Board of Directors, including but not limited to the Chairman of the Board, President, Executive Vice-president, First Vice President, Second Vice -resident, Secretary and Treasurer, and their duties shall be such prescribed by the By-Laws (as may be amended by the Board from time to time) as their titles would indicate or such as may be assigned to them respectively from time to time by the Board and/or Chair.
Section 3. The Board of Directors shall authorize and define the powers and duties of all committees including Board Committees, as defined by the By-Laws as they may be amended from time to time. Excepting Board Committees, the Committee Chairs shall be the officers as provided in the By-Laws and members of committees shall be appointed by the Board Chair or President, and the president shall be an ex-officio member of the committees except the Board Committees.
Article VI – AMENDMENTS TO THE CONSTITUTION
The members in good standing of the Club shall have the power to repeal or amend this Constitution provided that such action shall not be effective until approved by a majority vote of the members of The Riverbend Golf Club at a General Membership meeting at which a quorum is present, and otherwise held in accordance with the provisions contained herein.
Approved this 5th day of February 2019 at a meeting of the Board of Directors at which a quorum was present, by a unanimous vote.
Ratified this 6th day of March 2019 at a meeting of the Club Membership at which a quorum was present, by a majority vote.
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