SOUTHGLENN COUNTRY CLUB, INC.
As amended Nov 14, 2017
The principal office of the corporation shall be located in the county of Arapahoe, State of Colorado.
The corporation shall have and continuously maintain in the State of Colorado a registered office and a registered agent whose office is identical with such registered office. The registered office may be, but need not be, identical with the principal office in the State of Colorado and the address of the registered office may be changed from time to time by the Board of Directors.
Section 1. Classes of Members. The corporation shall include several classes of memberships hereinafter described in this ARTICLE II. The Board of Directors shall approve all memberships. When there is a waiting list for memberships in the Southglenn Country Club, Inc., Southglenn Subdivision homeowners will receive first priority on this list. All of the applicable fees for the membership apply.
- Family Memberships. Family memberships shall include the parent(s) and all unmarried, dependent children residing with the parent(s). To be a member in good standing all initiation fees and annual family membership fees must be paid in full.
- Individual memberships. An individual member is one who has paid all initiation fees and annual membership fees in full.
- Additional Memberships. Classes of memberships may be added by the Board of Directors.
Section 2. Voting Privileges. Each family or individual membership has one vote. Any person, association of persons, partnerships or corporation, owning property used for residential purposes within the area hereinafter defined, as “Southglenn Subdivision” shall have one vote. For purposes set forth in these by-laws, there shall accrue, for each question brought to vote, a single vote for each separate parcel of property upon which there is erected a single family or multiple family residence.
- In the event multiple parcels of property are owned by one “owner”, a separate vote shall be granted for each such separate parcel so owned. In the event a property owner leases/rents his property, the voting privilege shall remain with the owner of such property.
- When a Southglenn Country Club member also owns property used for residential purposes within the area defined as “Southglenn Subdivision”, that family or individual membership is entitled to a separate vote as a membership and a separate vote as a Southglenn Subdivision residential property owner.
Section 3. Transfer of Memberships. Memberships in this corporation are not transferable or assignable.
Section 4. Termination of Memberships. Memberships may be terminated by the Board of Directors for just cause which includes, but is not limited to, failure to pay membership and maintenance fees and disciplinary action.
USE OF FACILITIES
Section 1. The use of all facilities of the corporation shall be open to allmembers and their guests, contingent on compliance with all rules andregulations pertaining to the use of the facilities promulgated by the Board of Directors and upon payment of the prescribed annual or usage fees.
LIABILITY FOR DEBTS
Section 1. Liability for Debts or Obligations. Members shall not be liable for any debts or obligations of the corporation, but shall be subject to assessment on action of the Board of Directors. Any such assessment by the corporation shall not become a legal lien against the property of any member, but any member not paying said assessment shall be subject to the payment of usage fees at higher rates than the usage fees charged to members who have paid the assessment.
MEETINGS OF MEMBERS
Section 1. Annual Meeting. An annual meeting of the members shall be held on the second Tuesday of October each year at a place within the County of Arapahoe, State of Colorado, and time to be decided by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may properly come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of members as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the members shall be called by resolution of the Board of Directors or upon a written petition signed by not less than fifty (50) voting members. The notice of any special meeting shall state the time and place, as well as the purpose thereof. No business shall be transacted at any special meeting except as stated in the notice unless by consent of four-fifths (4/5) of the members present in person.
Section 3. Notice of Meetings. Notice of any meeting of the membership shall be given at least ten (10) days previously thereto by written notice delivered personally, sent by mail or email to the member address as shown on the records of the corporation If delivered personally, notice will be deemed delivered when deposited at residence. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by email, such notice shall be deemed to be delivered when the email is sent from current email system utilized by the corporation. Any member may waive notice of any meeting. The attendance of a member at any such meeting shall constitute a waiver of notice of such meeting, except where a member attends said meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 4. Quorum. The presence, either in person or by absentee ballot, of at least three percent (3%) of the voting members of the corporation shall constitute a quorum for the transaction of business at a meeting of the members.
Section 5. Adjourned Meetings. If any meeting of members cannot be convened because a quorum is not present, the members who are in attendance may adjourn the meeting to a time not less than ten (10) days nor more than fifty (50) days from the time the original meeting was called. The presence of at least three- percent (3%) of the voting members of record of the corporation shall constitute a quorum for the transaction of business at any such adjourned meeting. Notice for the adjourned meeting shall be given in the same manner as provided in Section 3 above, for regular and special meetings.
Section 6. Voting. Voting shall be allowed as set forth in ARTICLE II, Section 2 of these by-laws. At every meeting of the members a representative of each membership present, either in person or by absentee ballot, shall have the right to vote once, and only once, on each question brought before said meeting. Members present who own more than one membership are allowed to vote once for each membership owned. The vote of the majority of those voting members present, either in person or by absentee ballot, shall decide any question brought before said meeting, except for the matter of (a) approval of amendments of these by-laws, (b) acquisition or disposition of real estate and (c) borrowing in an amount which requires the mortgaging or pledging of assets of the corporation as security for such loan. All of which matters shall require a two-thirds (2/3) vote of the voting members present, either in person or by absentee ballot, to decide the question. The removal of a Director from any office shall require a two-thirds (2/3) vote of the voting members present in person.
In the election of Directors, a representative of each membership present, either in person or by absentee ballot, shall have the right to cast one vote for each vacancy on the Board, but not more than one vote may be cast for any one candidate.
Section 7. Absentee Ballot. The right to vote on any question, as set forth in Article II Section 2 of these by-laws, may be exercised by an absentee ballot. To be valid, an absentee ballot must be filled in completely, signed, dated and delivered, in person or by mail, to the Secretary of the corporation on or before the date of the election.
BOARD OF DIRECTORS
Section 1. General Powers. The corporation shall be managed by a Board of Directors who shall have the power to administer the affairs of the corporation and do all such acts and things as are not prohibited by law or these by-laws.
Section 2. Specific Powers. The powers of the Board of Directors shall specifically include, but not be limited to the following:
- To promulgate such rules and regulations pertaining to the use of the corporation’s facilities as may be deemed proper and which are consistent with these by-laws;
- Take appropriate disciplinary action to enforce such rules and regulations, including but not limited to fines, barring the use of the facilities, cancellation of membership and legal action;
- Establish budgets of income and expenditures, determine the source of income and disburse the funds of the corporation as set forth in ARTICLE XI of these by-laws;
- Set the rates of assessments, dues and usage fees for the facilities;
- Hire personnel to operate the facilities and handle all personnel matters including compensation and discipline;
- Acquire through purchase, lease, or other means, facilities and/or equipment (excluding real estate) which may be either in addition to, or replacement of, existing facilities or equipment;
- Approve, by election, the application of individuals to become members, and
- Borrow on an “open note” to the extent that no mortgaging or pledging of the assets of the corporation as security for the loan is required.
Section 3. Number and Qualification. Except as provided in ARTICLE VII, the Board of Directors shall be composed of seven (7) persons, all of whom shall be bona fide, dues paying, voting members of the corporation.
Section 4. Election and Term of Office. At annual meetings, Directors shall be elected to fill all vacancies on the Board due to expired terms. All Directors shall serve a term of two (2) years or until their duly qualified successors are elected and hold their meeting, except as provided in this ARTICLE VI, Sections 5 and 6.
Section 5. Vacancies During Term of Office. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the membership, or by the expiration of a term of office, shall be filled by vote of the majority of the remaining Directors, if the number of vacancies shall number three (3) or less. Each person so elected shall be a Director until the scheduled expiration of the term of the Directorship to which elected and until a qualified successor has been elected. In the event that the vacancies in the Board of Directors shall number four (4) or more, the remaining directors shall call a special meeting of the voting membership of the corporation to elect Directors to fill the vacancies. Each person so elected shall be a Director until the scheduled expiration of the term of the Directorship to which elected and until a duly qualified successor has been elected.
Section 6. Removal of Directors. At any regular or special meeting of members duly called, any one (1) or more of the Directors may be removed with or without cause at any time by a two-thirds (2/3) vote of the members present, in person. A successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.
Section 7. Compensation. No compensation shall be paid to Directors for their services as Directors. No remuneration shall be paid to a Director for services performed for the corporation in any other capacity, unless a resolution authorizing such remuneration shall have been unanimously adopted by the Board of Directors before the services are undertaken. A Director may not be an employee of the corporation.
Section 8. Organization Meeting. The first meeting of the Board of Directors shall be held within ten (10) days after their election at the annual meeting of members.
Section 9. Regular Meetings. The Board of Directors shall hold regular monthly meetings at such place and time as the Board may designate. Notice of regular meetings can be provided at the last scheduled meeting and/or by telephone.
Section 10. Special Meetings. Special meetings of the Board of Directors may be called at the request of the President or any three (3) Directors. The purpose of the meeting shall be stated in the notice.
Section 11. Notice. Notice of any special meeting of the Board of Directors shall be given at least two (2) days previously thereto by written notice delivered personally or sent by mail or email to each Director at address shown on the record of the corporation. Any Director may waive a notice of any special meeting. The attendance of a Director at any special meeting shall constitute a waiver of notice of such meeting, except where a Director attends said meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 12. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business and the acts of the majority of the Directors present at any meeting during which a quorum is present shall be the acts of the Board of Directors. If less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting without further notice.
Section 13. Fidelity Bonds. The Board of Directors shall require that the Treasurer furnish adequate fidelity bond. The Board of Directors may require that all other officers and employees of the corporation handling or responsible for corporate funds shall furnish adequate fidelity bonds. The premiums on all such bonds shall be paid by the corporation.
Section 14. Committees. The Board of Directors may, from time to time by resolution passed by a majority of the Board, establish one (1) or more committees, to have such name or names and to have and exercise such powers and duties as the Board of Directors may authorize in the resolution adopted by the Board. Each committee shall consist of one (1) or more of the Directors of the corporation and may at the discretion of the Board include one (1) or more members of the corporation who are not Directors.
The President shall, with the concurrence of the Board of Directors, appoint the persons to serve on each committee and name the Chair of each committee. Any vacancies occurring in any of the committees shall be filled by the President. All committees shall serve for a term as determined by the Board of Directors.
Section 1. General. The officers of the corporation shall be a President, Vice President, Secretary and Treasurer, all of whom shall be members of the Board of Directors and elected by the Board of Directors. The Board of Directors may appoint such other officers, as it shall deem necessary or desirable from time to time. At the discretion of the Board of Directors, one (1) person may simultaneously hold two (2) offices in the following combinations only: Secretary and Treasurer; Assistant Secretary and Treasurer; Secretary and Assistant Treasurer and Assistant Secretary and Assistant Treasurer.
Section 2. Election and Term of Office. The officers shall be elected by the Board of Directors at the organization meeting of each new Board of Directors and shall hold office at the pleasure of the Board. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors.
Section 3. Removal. Any officer may be removed, either with or without cause, by the Board of Directors at any regular meeting, or any special meeting of the Board of Directors called for such purpose, upon an affirmative vote of the majority of the members of the Board, whenever in the judgement of the Board of Directors the best interests of the corporation would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive officer of the corporation and shall, in general, supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members and the Board of Directors. He may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors or members have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute, to some other officer or agent of the corporation. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President, or in event of his inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions placed upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or Board of Directors.
Section 7. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors in one (1) or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which, on behalf of the corporation under its seal, is duly authorized in accordance with the provisions of these by-laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general, perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever and deposit all such monies in the name of the corporation in such banks, trust companies or other depositories as shall be elected by the Board of Directors. The Treasurer shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the corporation and, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.
Section 1. Certificates. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or Vice President and by the Secretary or Assistant Secretary, if any, and shall be sealed by the seal of the corporation. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the corporation.
Section 2. Loss of Certificate. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefor upon such terms and conditions as the Board of Directors may determine.
Section 3. Invalidation of Certificates. Effective March 1, 1985, failure to pay yearly maintenance and membership fees invalidates all current or previously issued certificates of membership.
Section 1. Land Use. The perpetuity of the property entitled to the Southglenn Country Club will be for recreational use. Said property shall be used solely for recreational purposes including, but not limited to, the operation and maintenance of a par three golf course, a swimming pool and tennis courts.
Section 1. General. The Board of Directors shall set the fee schedules on a yearly basis.
Section 2. Application of Fees. For purposes of application of the approved fee schedules, the term “member” shall be those persons who shall qualify as members under the provisions of ARTICLE II hereof and/or members of their families. The term “membership” is further defined and clarified as follows:
- An “individual membership” is issued to a specific person and may not be used by any other person. The immediate family residing with an individual is not entitled to guest privileges.
- A “family membership” is issued to the “member family” and may be used by the member, his or her spouse and the children, either natural born or adopted, of either spouse or both of them, provided such children are dependents, for federal tax purposes, of the member and further provided that the permanent residence of such children is the residence of the member parents.
- A “family membership” may not be used by parents, brothers, sisters, nieces, nephews, sons-in-law, daughters-in-law or other relatives or visitors of the member or his spouse or children. Such persons would be subject to the “guest” rate for use of the facilities, except that in the case such person were a bona fide resident of the member household, such person could be included in the “family membership” upon payment of a special fee as set by the Board of Directors.
Section 1. Fiscal Year. The calendar year beginning January 1 and ending December 31 is established as the fiscal year of the corporation.
Section 2. Books and Records. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member or member’s agent or attorney, for any proper purpose at any reasonable time.
Section 3. Auditing. After the close of each fiscal year there shall be an inspection of the financial records of the corporation by a Board approved financial consultant. Following completion of the inspection, the Directors will make available to the membership a financial statement of the corporation.
Section 4. Order of Disbursements. Financial obligations of the corporation shall be budgeted and disbursed in the following order:
- Operating and payroll expenses
- Repair and maintenance
- Long term debt
- Capital improvements
CONTRACTS, CHECKS, DEPOSITS AND GIFTS
Section 1. Contracts. The Board of Directors may authorize any officer of officers, agent or agents of the corporation, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment ofmoney, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer of officers; agent or agents of the corporation and in such manner as shall from time to time be determined by resolution by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or Assistant Treasurer, if any, and countersigned by the President or Vice President of the corporation.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts. The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purpose or any special purpose of the corporation.
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of these by-laws or the Articles of Incorporation of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
RESERVATION OF POWERS BY MEMBERS
Section 1. Specific Powers. The following specific powers are hereby reserved by the voting members to themselves. The powers and the vote required to take action for each are set forth below:
- Election of Directors. The election of Directors shall be accomplished by a majority vote of the voting members present, either in person or by absentee ballot at the annual meeting, provided such meeting has been legally called and a quorum is present.
- Removal of Directors. The removal of one (1) or more Directors may be accomplished at any regular or special meeting of members by a two-thirds (2/3) vote of the voting members present, in person, providing such meeting has been legally called, proper notice given, a quorum is present and in the case of a special meeting, the purpose of the meeting has been stated in the notice.
- Approval for Acquisition or Disposition of Real Estate. The approval or disapproval for the purchase, lease or other acquisition of, or for the sale, lease or other disposition of any real estate in which the corporation has an interest, shall be decided by a two-thirds (2/3) vote of the voting members present, either in person or by absentee ballot at any regular or special meeting, provided that the meeting has been legally called, proper notice given, a quorum is present and, in the case of a special meeting, the purpose of the meeting has been stated in the notice.
- Loans Requiring Mortgaging or Pledging of Assets. The approval or disapproval of any loan requiring the mortgaging or pledging
of any of the assets of the corporation as security for such loan shall be decided by a two-thirds (2/3) vote of the voting members present, either in person or by absentee ballot at any regular or special meeting, provided that the meeting has been legally called, proper notice given, a quorum is present and, in the case of a special meeting, the purpose of the meeting has been stated in the notice.
- Power to Amend By-Laws. The approval or disapproval of any amendment of these by-laws shall be in the manner prescribed in ARTICLE XV of these by-laws.
- Power to Appoint Auditing Committee. The membership may, at any regular or special meeting called for such purpose, elect an auditing committee from the membership. Such committee shall not include any person presently serving as a Director. The auditing committee shall have access to all books and records of the corporation at all reasonable times for the purpose of performing a one-time audit of the affairs, financial or otherwise, of the corporation. The audit committee shall report orally or in writing to the members at any regular or special meeting. Such committee shall serve until such time as it has reported to the membership, unless otherwise provided in the enabling resolution, or until otherwise terminated by the membership in subsequent action.
Record of Addresses. A complete set of addresses, that contain all of the residential properties in the Southglenn Subdivision filings 1 through 13 Arapahoe County are qualified voting lots, and is maintained by Southglenn Country Club, Inc.
Section 1. General. These by-laws, except as specifically prohibited herein, may be amended by a two-thirds (2/3) vote of the voting members present, either in person or by absentee ballot at any regular or special meeting of the members, provided that the meeting has been legally called, a quorum is present and, in the case of a special meeting, the purpose of the meeting has been stated in the notice.
Section 2. Amendments. Amendments may be proposed by the Board of Directors or by written petition signed by at least fifty (50) voting members.
Section 3. Notice. Notice of any regular or any special meeting at which any proposed amendment shall be voted upon shall include a statement of the precise language of the proposed amendment, the present language of the by-law and a concise statement of the change which approval of such proposed amendment would affect.