GHCC Bylaws
Physical address
1501 N. Waterview Drive
Richardson, TX 75080
Mailing address
P.O. Box 830624
Richardson, TX 75083-0624
ARTICLE I - INCORPORATION
Section 1.1 Name
The name of this non-profit corporation, incorporated under the laws of the State of Texas, shall be GREENWOOD HILLS COMMUNITY CLUB, herein referred to as “the Club”. All property belonging to the Club shall be held under said name.
Section 1.2 Purpose
The Club is formed exclusively for the purpose so directed under the Texas Non-Profit Corporation Act and not for financial gain. No part of the assets, income or profit will be distributable to, or inure to the benefit of members except to the extent permitted under said Act. The Club will not take steps which will serve to facilitate the transaction of specific business by members or promote the private interest of any member or engage in any activities which would constitute a regular business of a kind ordinarily carried on for profit.
The Club is a seasonal, social and recreational facility that promotes neighborhood and community relations.
Section 1.3 Registered Agent and Registered Office
The Club shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The name of the registered agent and the address of the registered office shall be fixed by majority vote of the Board of Directors.
The Club may change its registered office and registered agent by filing with the Secretary of State a statement as described in Article 1396-2.06 of the Texas Non-Profit Corporation Act.
Section 1.4 Seal
The seal shall be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. On the upper periphery of the seal shall appear the words “Greenwood Hills Club” and about the lower periphery, the words “Richardson, Texas”. In the center of the seal shall appear a star.
Section 1.5 Lawful Action
All powers, authority, duties and functions of the members, directors and employees shall be exercised in strict conformity with applicable provisions of Law, Bylaws, Charter, Policies and Procedures and regulations.
ARTICLE II - MEMBERSHIP
Section 2.1 Eligibility
Membership is available to any person(s) who has been accepted as specified in Section 2.3. Any member whose monies are paid in full and has not been suspended or expelled shall be considered a member in good standing.
Section 2.2 TYPES
There shall be three (3) types of memberships, which shall not be assignable or transferable:
FAMILY
A head of household and all dependents, as defined by the Internal Revenue Service
COUPLE
Two individuals residing in the same household; a single parent and one child, or two persons thirteen (13) years of age or older. (Any membership for a minor shall be held in a parent or guardian’s name with the minor as the attendee).
SINGLE
Any individual thirteen (13) years of age or older. (Any membership for a minor shall be held in a parent or guardian’s name with the minor as the attendee).
Section 2.3 APPLICATION
Candidates shall apply for membership by completing and signing forms provided. Applications will be considered by the Board in the order they are received.
Section 2.4 DUES
Dues will be established and assessed annually in accordance with requirements established by the Board. Dues may vary by membership type.
Written requests for refunds received one (1) week prior to opening day shall be considered by the Board according to guidelines set forth in the Policies and Procedures. Thereafter, no refunds will be issued.
Section 2.5 TERM
Membership commences upon compliance with all aforementioned requirements and shall expire midnight prior to opening day of the following year.
Section 2.6 LIMITATIONS
Membership shall be limited in number to five hundred fifty (550). Rejection for reasons other than membership limits may be appealed to the membership at a special meeting within thirty (30) days from the written notice of rejection. Voting procedure shall be in accordance with Section 3.2.
Section 2.7 SUSPENSION AND/OR EXPULSION
CAUSE
Any member may be suspended or expelled for any of the following reasons:
Failure to pay monies in accordance with requirements established by the Board.
Violation of any Bylaw, Policies and Procedures or other regulations.
PROCEDURE
A written statement of intention shall be sent by registered mail to the member at his last recorded address at least ten (10) days before final action is taken by the Board. This statement shall be accompanied by a notice of the time, place and date where the Board is to take action. The member shall be given an opportunity to present a defense at the time and place mentioned in said notice. Voting procedure shall be in accordance with Section 3.3.
EFFECT
SUSPENSION
Membership may be reinstated by conditions predetermined by the Board of Directors based upon the infraction.
EXPULSION
Membership rights and privileges shall be forfeited. The Club has no obligation to refund any monies.
Section 2.8 COMPENSATION
Members shall receive no cash monies for volunteer services. Actual incurred expenses for the benefit of the Club may be reimbursed with prior Board approval.
ARTICLE III - VOTING
Section 3.1 MEMBERSHIP
RIGHTS
Each membership unit in good standing shall be entitled to cast one vote on matters submitted for a vote.
PROCEDURE
Voting shall be by viva voce, a show of hands or written ballot. A written, dated absentee ballotmay be submitted in a sealed envelope by a membership or the membership�s duly authorized attorney-in-fact to a Board director no less than one (1) day prior to the vote. Said vote shall be opened during the regular voting and included in the count at that time.
Section 3.2 MEMBERSHIP VOTE
QUORUM
Ten percent (10%) of the current membership shall constitute a quorum, which includes absentee ballots for a specific vote. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting without further notice. If a quorum is present only by inclusion of absentee ballots, the vote(s) shall be counted and recorded prior to adjournment. Approval by a simple majority of the quorum shall govern the following:
Adjustments to current budget and/or expenditures in excess of $1,000.00 for non-budgeted items excluding insurance, taxes, utilities and emergency repairs.
Annual budget - January 1 through December 31.
Appeal for membership expulsion.
Appeal for membership rejection other than membership limits.
Call for audit at the annual meeting.
Call a special meeting.
Election of Board.
SIMPLE MAJORITY VOTE
Fifty percent (50%) plus one (1) shall constitute a simple majority of the current membership units which shall govern the following:
Alter, amend, repeal adopt Bylaws.
Pledge the physical facilities (i.e. the pool, its surrounding grounds and any improvements thereto) as collateral for any contractual obligations.
ROLL CALL VOTE
The sale or other disposition of the Club’s physical facilities (i.e. the pool, its surrounding grounds and any improvements thereto) must be approved by a written, signed roll call vote of the current membership with a ninety-five (95%) majority for action.
Section 3.3 BOARD OF DIRECTORS VOTE
QUORUM
Fifty percent (50%) of the directors of the Board shall constitute a quorum. Approval by a simple majority of the quorum shall govern the following:
Approve applications for membership.
Approve Bylaw proposals for submission to the membership.
Approve disbursement of funds other than those necessary for the normal operation of the Club, including emergency repairs in excess of amount specified in Section 3.2
Approve staffing of the Club.
Approve written contracts and obligations of the Club.
Change registered office and registered agent.
Create, name or dissolve committees.
Designate four (4) directors for signatory authorizations on corporate checks.
Designate a director to fulfill another director’s prescribed duties when said director is temporarily unable to serve.
Determine nominee(s) elected for Board of Director(s) in the event of a tie in accordance with Section 5.2.
Determine policies, procedures, and regulations.
Establish and assess annual dues/fees and set requirements for payment of same.
Fill a Board vacancy with an appointee (by remaining Board members simple majority though it may be less than a quorum).
Reject an application for membership on grounds other than membership limits.
TWO-THIRDS (2/3) VOTE
Approval by a two-thirds (2/3) vote of the Board of Directors shall govern the following:
Expel, suspend or censor a member.
Removal of elected or appointed director only after an opportunity is granted to present a defense.
ARTICLE IV - MEETINGS
Section 4.1 TYPES
ANNUAL MEETING
The annual meeting shall be held at a time and place designated by the Board of Directors not to exceed forty-five (45) days after the close of the regular season. The Board of Directors shall make a full written report of the proceedings and financial activity for the year.
SPECIAL MEETINGS
Said meeting may be called by the Chairman, three (3) Board members or by a quorum of the membership.
BOARD MEETINGS
There are three (3) types of board meetings:
Regular
The Board of Directors shall meet for the transaction of business no less frequently than once a month. Absence of a director for two (2) consecutive meetings without prior notification shall be deemed an automatic resignation and the vacancy shall be filled as per Section 3.3.
Special
May be called by the Chairman or any three (3) directors provided three (3) days prior notice is given each director.
3. Emergency
The Chairman or designee has the authority to call an emergency meeting giving each director twenty-four (24) hours notice.
Section 4.2 NOTIFICATION OF MEETINGS
Notification shall be at the direction of the Board of Directors or persons calling the meeting no less than ten (10) days prior to the meeting (with the exception of special and emergency board meetings as stated above) in one of four ways:
POSTING
Written notice stating the day, time and place of the meeting shall be posted on the Club premises during the season, as defined by the Board of Directors.
MAILING
Written notice stating the day, time and place shall be deemed to be delivered when deposited with the United States Postal Service addressed to the last recorded address with postage prepaid.
HAND DELIVERED
Written notice stating day, time and place may be delivered personally.
PERSONAL NOTICE
Section 4.3 PARLIAMENTARY RULES
Robert’s Rules of Order, Newly Revised or equivalent shall govern when not in conflict with these Bylaws.
Section 4.4 ORDER OF BUSINESS
The order of business shall be:
Call the meeting to order
Proof of due notice of meeting
Recording of members present
Reading and approval of minutes
Reports by the Board of Directors
Committee reports, if applicable
Unfinished business, including voting
New business, including voting
Adjournment
ARTICLE V - BOARD OF DIRECTORS
Section 5.1 GENERAL POWERS AND QUALIFICATIONS
The Club shall be managed by a Board of Directors, herein referred to as “the Board” which shall consist of eleven (11) members in good standing. No individual or no membership unit may hold more than one (1) position. The Board may create, name and dissolve such committees as it deems necessary for the operation of the Club or appoint individuals to aid in said operation.
Section 5.2 NAME, ELECTION AND TERM OF OFFICE
Term - directors shall be elected to two-year terms in alternating years as follows:
Even-numbered years: Odd-numbered years:
Chairman Operations Director
Pool Director Comptroller
Maintenance Director Membership Director
Secretary Communications Director
Treasurer Parliamentarian
Social Director
NOMINATING COMMITTEE
The Board shall appoint a committee of not less than three (3) members, consisting of not more than one (1) director, at least forty-five (45) days prior to the annual meeting. The committee shall propose and post a slate of nominations on the Club premises by August 15th. Additional written nominations endorsed by the nominee(s) may be submitted to the Secretary by August 25th and shall be posted on said slate the following day.
ELECTION
The election shall take place at the annual meeting in accordance with voting procedures in Section 3.1 and 3.2. Three (3) members, excluding directors, shall open, count and report the results. In the event of a tie, those directors not on the ballot shall determine nominee(s) elected by a simple majority. The newly elected directors shall be installed in their respective positions January 1 of the next calendar year following elections.
Section 5.3 DUTIES
Each director shall be responsible for the preparation, implementation and enforcement of all Policies and Procedures, rules and regulations governing the Club’s membership and operation and shall be required to make a report at each meeting. Director succession to the Chair shall be in the order of director listing.
CHAIRMAN
Chief executive officer of the Board. Shall provide leadership, preside/oversee all official Board activities, formulate long range strategic plans for consideration by the Board and co-sign all written contracts and obligations with the Secretary.
OPERATIONS DIRECTOR
Responsible for staffing the Club, overseeing lifeguards/duties and the daily operation of the Club, all subject to the approval of the Board.
POOL DIRECTOR
Responsible for all pool equipment, chemicals, the pool’s swim readiness as well as maintenance of the pool during the off season.
MAINTENANCE DIRECTOR
Responsible for maintenance of all physical facilities of the Club with the exception of the pool. This shall include construction and repair when required, subject to Board approval.
SECRETARY
Shall file notice of all meetings, record minutes, and conduct general correspondence; be the custodian of all official records, legal papers and the corporate seal and co-sign all written contracts and obligations with the Chairman.
COMPTROLLER
Shall be responsible for preparing and monitoring the annual budget to ensure the Club’s financial stability. Makes recommendations on financial matters. Shall prepare and maintain accurate, timely financial record/reports as promulgated by the American Institute of Certified Public Accountants for fiscal year January 1 through December 31. Provides an annual report to any membership upon request.
TREASURER
Shall prepare and maintain accurate and timely financial records/reports in accordance with generally accepted accounting procedures. Monitors, reconciles and deposits all monies received. Provides proper money denominations for gate fund with delivery and collection on a daily basis during the designated pool season. Monitors and disperses all funds with two (2) required signatory authorizations of the designated four (4) directors.
MEMBERSHIP DIRECTOR
Responsible for preparation of all forms/flyers for membership application, notice of dues, membership drives and Club identification. Shall maintain current rolls and keep accurate statistical records of memberships.
COMMUNICATIONS DIRECTOR
Responsible for preparation/distribution of Club publications, bulletin boards, and other publicity.
SOCIAL DIRECTOR
Responsible for organizing/scheduling all social events. Shall also solicit, schedule, and administer all private parties and special group activities.
PARLIAMENTARIAN
Shall insure all meetings and business transactions are conducted in accordance with parliamentary procedure and these Bylaws. Shall propose Bylaw revisions, amendments and Policies and Procedures for consideration by the Board.
Section 5.4 INDEMNIFICATION
By resolution of the Board of Directors, the Club may indemnify any person who was or is a party or is threatened to be made a party to any potential, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director, or employee of the Club.
Revised and accepted this 18th day of September, 2002