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How We Operate

ARTICLE I
Name and Purpose

This non-profit corporation shall be known as the Lagunitas Country Club, and is established in Ross, Marin County, California, with a view to promote family-oriented activities and to foster an interest in tennis and platform tennis.

ARTICLE II
Membership

Section 1.       Categories

The membership of the Club shall consist of Senior Family, Senior Single, Senior Intermediate, Junior Intermediate, Junior, Sustaining Couple, Sustaining Single, Life Couple, Life Single, Non-Resident, Lagunitas Guest Card Holder, Military and Honorary.  Changes in membership status shall be deemed to occur as of the first of the month during which members attain the age or circumstance required for a change in status.  It shall be the responsibility of the member to notify the Club of his/her change of status.

Section 2.       Senior: Family, Single

Members who have attained the age of 35 and do not meet the qualifications of Sustaining or Life members shall be “Senior Members”.  Married couples will be considered Senior members when one spouse has attained the age of 35, even though the other has not. Each individual Senior member shall have a vote in the affairs of the Club, shall be entitled to hold office, and shall be vested with his/her proportionate share in all the property of the Club. Married persons shall be eligible for Senior membership only as couples and one spouse of a married couple shall not be elected to Single membership.  Senior Single – A Senior may qualify for Senior Single status if the member is unmarried and has no children under the age of 15.

Section 3.       Senior Intermediate

Members who have attained the age of 30 and do not meet the qualifications of Senior, Sustaining or Life membership shall be “Senior Intermediate Members”.  Married couples will be considered Senior Intermediate members when one spouse has attained the age of 30 even though the other has not.  A Senior Intermediate member shall have no vote, shall not be eligible to hold office and shall have no interest or ownership in the property of the Club.  Married persons shall be eligible for Senior Intermediate membership only as couples and one spouse of a married couple shall not be elected to Single membership.

Section 4.       Junior Intermediate

Members who have attained the age of 25, but shall not have attained the age of 30 shall be “Junior Intermediate Members”.  Married couples, both of whom are members, will be considered Junior Intermediate members when one spouse has attained the age of 25 even though the other has not.  A Junior Intermediate member shall have no vote, shall not be eligible to hold office and shall have no interest or ownership in the property of the Club.  Married persons shall be eligible for Junior Intermediate membership only as couples and one spouse of a married couple shall not be elected to single membership.

Section 5.       Junior

Children of members who have attained the age of 15 but shall not have attained the age of 25 shall be “Junior Members”.  A Junior member shall have no vote, shall not be eligible to hold office and shall have no interest or ownership in the property of the Club.

Section 6.       Sustaining: Couple, Single

Any person who has been a Senior member of the Club for a continuous period of 20 years or more, has attained the age of 65 but has not attained the age of 75 and has no children under the age of 15, shall become a “Sustaining Member”.  Married couples, both of whom are members, will be considered Sustaining members when one spouse meets all of the requirements.  A Sustaining member shall have a vote in the affairs of the Club, shall be entitled to hold office, shall be vested with his or her proportionate share of all property, real or personal, of the Club.  Sustaining Single – A Sustaining member may qualify for Sustaining Single status if the member is unmarried and has no children under the age of 15.

Section 7.       Life: Couple, Single

Sustaining members who have attained the age of 75 shall be “Life Members”.  Married couples, both of whom are members, will be considered Life members when one spouse has attained the age of 75.  Each individual Life member shall have a vote in the affairs of the Club and shall be entitled to hold office but shall not be vested with his or her proportionate share of Club property.  Life Single – A Life member may qualify for Life Single status if the member is unmarried.

Section 8.       Non-Resident

Any Junior Intermediate, Senior Intermediate, Senior (Family or Single), Sustaining (Couple or Single) member in good standing who does not reside within a radius of 100-miles of the Club for more than 30 days in a calendar year may, upon written request to the Board of Directors, become a Non-resident member.  A Non-resident member shall have no voice in the management of the affairs of the Club, shall not be eligible to hold office and shall have no interest or ownership in the property of the Club.  Should a Non-resident member resume residing within the 100-mile radius of the Club, such member will automatically be reinstated to Resident status.  It is the responsibility of the Non-resident member to notify the Club within 30 days of meeting the qualifications for Resident membership. If a person has not maintained Non-resident membership during his or her absence, he or she will be eligible to apply only as a new member.

Section 9.       Lagunitas Guest Card

Persons of the age of 25 or over shall be eligible for the Lagunitas Guest Card Program.  Married persons shall be eligible for Lagunitas Guest Card status only as couples and shall not be extended such status as individuals.  All children under the age of 25 living in the home of the Lagunitas Guest Card holder shall be considered a part of the guest membership.  Lagunitas Guest Card holders shall have no vote or voice in the management of the affairs of the Club, shall not be eligible to hold office and shall have no interest or ownership in the property of the Club.   

Section 10.  Honorary

Honorary memberships may be established upon such conditions and in such number as the Board may determine.

Section 11.  Military

Memberships may be established for members of the Armed Forces and their wives upon such conditions and in such number as the Board may determine.

Section 12.  Limit of Membership

For the purposes of this section, a married couple shall be counted as a Single membership.

No Senior, Senior Intermediate or Junior Intermediate-aged applicant not a member of the Club shall be admitted if the total number of resident Senior members exceeds 160.  No more than 3 Senior, Senior Intermediate or Junior Intermediate-aged applicants not members of the Club shall be elected during the term of office of any Board of Directors unless the total Senior Resident membership is below 155.  Then the Board may elect no more than 5 Senior, Senior Intermediate or Junior Intermediate-aged applicants not members of the Club during the term of its office.  If the Senior membership is below 145, the Board may elect no more than 8 Senior, Senior Intermediate or Junior Intermediate-aged applicants not members of the Club during the term of office.

If membership is full, a Board may establish an Elected Waiting List of no more than 3 Senior, Senior Intermediate or Junior Intermediate-aged applicants which shall be counted as part of the total number of applicants that may be approved during the term of office of that Board.  Those applicants would then be approved to regular membership when vacancies occur.

There shall be no limit on the number of Junior members nor upon the number of such Junior members who may be elected to Junior Intermediate membership upon reaching the age of 25, nor upon Junior Intermediate members who may be elected to Senior Intermediate membership upon reaching the age of 30, nor upon Senior Intermediate members who may be elected to Senior membership upon reaching the age of 35.  There shall be no limit on the number of other memberships.

In December of each year, the Board of Directors shall give notice to the Committee on Admissions of the maximum number of Lagunitas Guest Card openings, if any, there will be that year.

Section 13.  Leave of Absence

Any resident member of five years or longer standing who is not delinquent as defined in Article III, Section 10, may apply in writing to the Board of Directors for a leave of absence from the membership. The Board of Directors may grant such a leave of absence at its discretion.  No member shall be granted more than one leave of absence during his or her membership.

Upon written application of the member, no sooner than two nor longer than three years after such leave of absence commenced, and subject to payment of a $1000 reinstatement fee, and payment of any assessments which have been levied on members of his/her category during the leave of absence, the member shall be reinstated to membership.

During a leave of absence, the member shall not be liable for dues, and shall have no membership privileges. Such member shall have no interest or ownership in the property of the Club.

Any period during which a member is on leave of absence shall not count toward eligibility for Sustaining membership. Upon resumption of Senior status, the period of membership before the leave of absence shall be counted toward eligibility for Sustaining membership.

Within three years after commencement of a leave of absence, such member must either apply for reinstatement or resign from membership. If no such request for reinstatement is received, the membership will be terminated and the member will be so notified.

ARTICLE III
Initiation Fees, Dues, Indebtedness of Members, Suspension or Expulsion, Assessments

Section 1.       Initiation Fees – Senior Members

For new members joining as Senior Family or Senior Single, the initiation fee shall be as established from time to time by the Board of Directors.  For continuing members becoming Senior Family or Senior Single membership, the initiation fee shall be as established from time to time by the Board of Directors.

These initiation fees shall not apply to those Senior members who paid their initiation fees at age 30 and were classified as Senior members in good standing prior to the membership category changes of 1999.  For special circumstances regarding continuing members born in 1968 and 1969, see Standing Rules.

There shall be no initiation fee for a person becoming a member by marrying a member.

Section 2.       Initiation Fees – Senior/Junior Intermediate Members

For new members joining as Senior or Junior Intermediates, the Initiation fee shall be as established from time to time by the Board of Directors.  For continuing members, there shall be no initiation fee.

There shall be no initiation fee for a person becoming a member by marrying a member.

Section 3.       Initiation Fees – Junior Members

There shall be no initiation fee for Junior Members.

Section 4.       Initiation Fees - Sustaining, Life, Honorary and Military Members

There shall be no initiation fee for the transfer of a Senior member to a Sustaining member or Honorary status or for a Sustaining member to Life membership status.

Section 5.       Lagunitas Guest Card Holders

The fee for this category shall be as established from time to time by the Board of Directors.

Section 6.       Non-Resident

Non-resident members eligible to become Senior members shall be required to pay initiation fees at age 35.  The fee shall be the same as that for continuing Senior members.

Section 7.       Members on Leave of Absence

Members on Leave of Absence who are eligible to become Senior members shall be required to pay initiation fees at age 35.  The fee shall be the same as that for continuing Senior members.

Section 8.       Payment of Initiation Fees.

All initiation fees shall be payable at the times and in the manner prescribed by the Board of Directors.  Upon the failure of an elected member to pay his or her initiation fee when due, the Board of Directors may immediately terminate such person’s membership.

Section 9.       Dues

Dues for the various categories of membership shall be fixed by the Board of Directors.

Section 10.    Indebtedness of Members

Dues shall be payable on the first day of the month for which dues are billed.  All indebtedness to the Club incurred by any member shall be due and payable on the first day of the month next succeeding the incurring of such indebtedness.  If the payment of dues and such indebtedness is not made on or before the 25th day of the month in which the same is payable, all such dues and indebtedness shall thereupon become delinquent.  If such dues and indebtedness are not paid by the end of the month next following the delinquency, the name of the member shall be posted on the Bulletin Board as delinquent, together with the amount of the delinquency.  The Board of Directors may establish a “late payment charge” for members whose dues or indebtedness to the Club is delinquent.

Section 11.    Delinquent Members

A member who has been posted as delinquent shall not be permitted to incur any further charges for goods or services at the Club until the full amount of his/her indebtedness has been paid, including any applicable late payment charges.  A member who has been posted shall be liable for dues for the month in which he/she was posted.

Section 12.    Suspensions for Delinquency

A member who has been posted as delinquent and who has not paid in full his or her total indebtedness by the end of the month after he or she was posted shall be suspended from the Club as of that date and shall forfeit all rights and privileges of membership.  In such instances the member shall be given prompt written notice of suspension.

Section 13.    Right of Appeal from Suspension for Delinquency

A member suspended for delinquency in accordance with the above procedure may appeal in writing to the Board of Directors within fifteen (15) days of his or her suspension. Notice of the time and place set by the Board of consideration of the appeal shall be sent to the appealing member who shall be given an opportunity to be heard. A vote of the majority of all members of the Board may lift the suspension and restore membership upon payment of all outstanding indebtedness plus a service charge of 20% of that amount. If no appeal is made by the suspended member within fifteen (15) days of the date of suspension, he or she will be expelled from the Club and so notified.

A member who has been expelled in accordance with the procedure outlined in this Section may reapply for membership. Such applicants shall be required to pay the appropriate initiation fee if elected.

Section 14.    Suspension or Expulsion

The Board of Directors may impose a charge of up to $1,000 for any breach of the Bylaws, or of any rule or regulation.  Further the Board may by the affirmative vote of two-thirds of its members, suspend or expel any member for any conduct which in its opinion is likely to endanger the welfare, interest or harmony of the Club.  When the offense is of such a character as to admit an apology or reparation, the Board shall have the power to require the offender to apologize or make reparation, and so fix the time within which it shall be done.  A failure to apologize or make reparation shall be sufficient grounds for suspension or expulsion, as the Board may deem just.

Section 15.    Appeal from Suspension or Expulsion

Any member suspended or expelled under the provisions of Article III, Section 13 above, shall have the right to appeal to the Board by written notice of the decision. Notice of the time and place set by the Board for the consideration of the appeal shall be sent to the appealing member, who shall be given an opportunity to be heard. A vote of two-thirds of the members of the Board of Directors upon any matter involved in the appeal shall be final.

Section 16.    Liability for Indebtedness of Lagunitas Guest Card Holders

The proposer and seconder of any Lagunitas Guest Card Holder shall be jointly and severally responsible for any indebtedness to the Club incurred by such guest during the period of his or her membership.

Section 17.    Assessments

The Board of Directors shall have the power, subject to approval of two-thirds of the voting members present at the Annual Meeting, or at a special meeting of the membership called for that purpose, or by written assent of two-thirds of the voting members of the Club, to impose assessments for the purpose of paying for the construction or reconstruction of any social, athletic or sporting facility, or for the construction or reconstruction of any capital addition to, or capital improvement of any such facility, or for the payment of the purchase of land, or for the payment of the debts and expenses of the Club. The Board shall have the power in its own discretion to fix the time and manner in which such assessments shall be paid, the time of delinquency of the same, the time and manner of giving notice of assessment and of the delinquency thereof, and the charge for non-payment when due.  Those membership categories to be assessed shall also be at the discretion of the Board of Directors.

ARTICLE IV
Termination of Membership

Section 1.       Property Rights

All interest in and to the property and privileges of the Club of any member ceasing to be such by reason of resignation, dismissal or death or from any cause, shall cease and revert to the Club; and such resignation or death, or cessation to be a member from any cause shall operate as a release and assignment to the Club of all the right, title and interest of such member or members in and to the property, assets and privileges of the Club.

Section 2.       Resignation

All resignations must be made in writing, addressed to the Board of Directors, and accepted by the Board of Directors.

Section 3.       Indebtedness at Time of Resignation

No resignation from membership shall be accepted or take effect until all indebtedness to the Club shall have been paid by the resigning member.

Section 4.       Resignations of Guardians or Parents of Junior Members

Whenever guardians or parents resign, or are expelled from the Club, or die, the membership of related Junior members (wards or children, as the case may be) shall be terminated.

ARTICLE V
Governance

Section 1.       Board of Directors

The governance and management of the Club shall be vested in not less than seven, or more than nine of its Senior or Sustaining or Life members to be known as the Board of Directors, of whom one shall be the President; one, the Vice President; one, the Secretary; and one, the Treasurer.

Section 2.       President - Qualifications and Duties

All nominees for office of President shall be, or shall have been, a member of the Board of Directors.

It shall be the duty of the President to preside at all meetings of the Club and of the Directors; to see that Bylaws and such rules and regulations as may be adopted by the Directors are rightly enforced, and to report to the Board of Directors any infraction of same; to call such meetings as are herein provided to be called by the President; to have a general supervision and control over all the affairs of the Club; and at the Annual Meeting to make a report of the financial condition and affairs of the Club during the previous year.

The President shall be an ex-officio member of all standing and special committees appointed by the Board except the Committee on Admissions and the Nominating Committee.

Section 3.       Vice-President - Duties

During the absence or disability of the President, the Vice-President shall perform the duties and exercise the powers of the President.  The Vice President shall have such other powers and perform such other duties as may be prescribed by the President or the Board of Directors.

Section 4.       Absence or Disability of President and Vice-President

If both the President and Vice-President shall be absent from any meeting of the Club, the Secretary shall call the meeting to order, and an acting President shall be elected at the meeting.

Section 5.       Secretary - Duties

The Secretary shall perform both corresponding and recording duties.  The Secretary shall maintain the official correspondence of the Club and shall oversee the maintenance of membership records.  The Secretary shall record the minutes of all meetings of the membership of the Club and of the Board of Directors and shall oversee the safekeeping of the minute book and all records of the Club.  The Secretary shall issue notices of all meetings of the membership of the Club and the Board of Directors except the Board of Directors’ organization meeting.

Section 6.       Treasurer - Duties

The Treasurer shall supervise the investment and safekeeping of the funds of the Club and shall be responsible for supervising the maintenance of proper records of all receipts and disbursements of the Club funds and proper accounts of its assets, liabilities, expenses and income.

Section 7.       Election of Officers and Directors

The President, Vice-President, Secretary, Treasurer and other Directors shall be elected at the Annual Meeting of the Club and shall commence their term of office immediately upon their election. They shall serve for a term of one year from the time of their election and until their successors are elected.

Section 8.       Vacancies

If a vacancy shall occur in the office of the President, Vice-President, Secretary, or Treasurer, such vacancy shall be filled by the Board of Directors, by the election of one of its own members; if any member of the Board is unwilling or unable to fill such vacancy, or in the event of a vacancy occurring in the office of Director, the Board shall elect a Senior, Sustaining or Life member from the Club at large to fill such vacancy.

Section 9.       Removal of Directors or Officers

Any Director may be removed from office for good cause by an affirmative vote of not less than three-fourths of the voting members present at a special meeting of the members of the Club called for that purpose.

ARTICLE VI
Powers of the Board of Directors

Section 1.       Management of Club; Rules and Regulations

The Board of Directors shall have general charge of the management of the Club’s affairs and shall prescribe such rules and regulations as the Board deems appropriate.  The Board of Directors shall have full power and authority to do any and all things that are proper to be done by the Club, except anything contrary to the Articles of Incorporation or Bylaws.  The decision of the Board shall be final in all matters, subject only to appeal to the Club as specifically provided in these Bylaws.

Section 2.       Committees

In addition to the committees specified in these Bylaws, the Board of Directors may appoint such other standing and special committees as it sees fit, may define the duties and authorities of such committees, and may at will remove any member of any such committee.

Section 3.       Employees

The Board of Directors alone shall have power to appoint and to remove all employees of the Club, and fix, reduce or increase their compensation.

Section 4.       Control of Club Property

The Board of Directors shall have the power to incur indebtedness and to purchase, lease or otherwise acquire real and personal property, but shall not obligate the Club to make any capital expenditure, nor incur any indebtedness in excess of $25,000 without approval of the majority of the voting members present at an Annual Meeting of the Club or at a special meeting of the members of the Club called for that purpose.

The Board of Directors shall have power to transfer, sell, mortgage, pledge or otherwise dispose of personal property of the Club, but shall not have the power to transfer, sell, mortgage, pledge or otherwise dispose of real property of the Club without the approval of the majority of the voting members present at an Annual Meeting of the Club or at a special meeting of the members of the Club called for that purpose.

Section 5.       Contracts and Checks

The Board of Directors shall have the power to designate the persons who shall be authorized to sign contracts, checks and other documents on behalf of the Club.

Section 6.       Assessments

The Board of Directors shall have power to levy assessments upon the members as provided in Article III, Section 17 hereof.

Section 7.       Indemnification of Agents

Any person made a party to any action, suit or proceedings or against whom a claim of liability is asserted by reason of the fact that he or she, his or her testator or intestate was or is a Director, Officer, committee member, or member active in such capacity on behalf of the Club (“agent”) shall be indemnified and held harmless by the Club to the full extent permitted by the law of the State of California against judgments, fines, amounts paid on account thereof (whether in settlement or otherwise) and will pay reasonable expenses, including attorney’s fees actually incurred by him or her in defense of such action, suit, proceeding, claim or alleged liability or in connection with any appeal therein, whether or not the same proceed to judgment or is settled or is otherwise brought to a conclusion.  However, such person must immediately notify the Board of Directors in writing upon notice of any suit or proceeding against him and shall fully cooperate with the Club’s insurance carrier(s) who may be providing defense coverage on his and the Club’s behalf.  Further, they should do nothing to jeopardize or restrict the Club’s insurance protection or the Club’s rights under their policies.  Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this section.  The provisions of subdivision (a) of Section 5236 do not apply to advances made pursuant to this subdivision.

Section 8.       Donations

The Board of Directors welcomes donations to the Club.  All contributions, whether in the form of funds or property, must be consistent with the priorities as set by the Board.  In order for a donation to be accepted, a simple majority of the Board must vote in favor of the acceptance.  Donations may be used at the discretion of the Board in accordance with the Bylaws and Standing Rules.  The donor shall receive no consideration for his gift.

Section 9.       Naming of Assets

Placing a name on a piece of property, an event or other Club asset is an honor and recognition of extraordinary contribution to the Lagunitas Club.  Only the Board of Directors may decide to name an asset and must do so by an affirmative vote from at least 2/3 of the Board.  The Board will notify the membership of their decision.

ARTICLE VII
Meetings of the Club

Section 1.       Annual Meeting

The Annual Meeting of the voting members of the Club shall be held at a date selected by the Board of Directors at the Clubhouse, for the purpose of electing a Board of Directors, and of receiving the reports of the President and Treasurer, and for the transaction of such other business as may be brought before it.

Section 2.       Special Meetings

Special meetings of the voting members of the Club may be ordered by the Board of Directors on their own motion or shall be called on the application in writing of thirty (30) voting members.

Section 3.       Quorum: Adjournments

At any meeting of the Club thirty-five (35) of the voting members shall constitute a quorum for the transaction of business. In the absence of a quorum, a smaller number may adjourn the meeting from time to time until a quorum shall be present.

If all the business of a meeting shall not be finished on the day for which it was called, an adjournment or adjournments may be had from time to time until such business shall be fully completed.

Section 4.       Notice of Meetings

Written notice of the Annual Meeting or any special meeting of the Club shall be given by the Secretary to every voting member at least seven days prior to the day of the meeting, specifying in each instance the time of the meeting and in the case of special meetings the notice shall specify the purpose for which the meeting is called.  Method of notice shall be as prescribed in Article XVI, Section 6.

Section 5.       Elections

Elections shall be by secret ballot unless such procedure is waived by vote of members present. If a ballot is necessary, the persons elected to the offices of President, Vice-President, Secretary and Treasurer shall serve on the Board of Directors for the ensuing year, and of the remaining nominees for Directors those receiving the highest number of votes shall be deemed to have been elected to the Board and shall serve for the ensuing year.

Section 6.       Voting

Voting at all meetings of the Club shall be made in person.  Voting by Proxy shall not be allowed.

ARTICLE VIII
Meetings of the Board of Directors

Section 1.       Organization Meetings

The Directors shall meet for an organization meeting immediately after the Annual Meeting of the Club.

Section 2.       Regular Meetings

Regular meetings of the Board of Directors shall be held at such times as the Board may determine.

Section 3.       Special Meetings

Special meetings of the Board of Directors may be called by the President, or in his absence by the Vice President, and must be called by the Secretary upon the written request of two of the Directors.

Section 4.       Notice of Meetings

Notice of special or regular meetings of the Board of Directors shall be given by the Secretary to each member of the Board of Directors at least two days before the day of the meeting.  Such notice may be given by mail, email, fax or personal delivery. No notice need be given for the organization meeting of the Board. 

Section 5.       Waiver of Notice

The transactions of any meeting of the Board of Directors however called and noticed or wherever held, shall be as valid as though at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a written consent to the holding of such meeting, or an approval of the minutes thereof. All of such waivers, consents or approvals shall be filed in the minute book.

Section 6.       Quorum

A majority of the Directors in person or by telephone shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every action taken or decision made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the action of the Board of Directors unless a greater number is required by law, or by these Bylaws.

Section 7.       Adjournment

In the absence of a quorum, a majority of the Directors present at any Directors meeting, either regular or special, may adjourn from time to time until a quorum shall be present.

Section 8.       Action Without Meeting

Any action required or permitted to be taken by the Board of Directors under the general corporation law of the State of California may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as an unanimous vote of such Directors.

ARTICLE IX
Finance Committee

Section 1.       Composition and Duties

The Finance Committee shall be composed of six senior, sustaining or life members, each serving for a term of three years.  Appointments to the Committee shall be made by the Board of Directors in such a way that two appointees’ terms will expire each year.  The Committee shall elect its own chairman and meet at least quarterly.  Its duties will be:  to counsel the Board of Directors on financial matters; to assist the Board of Directors in establishing overall financial policies; to maintain financial stability.  Any project requiring the capital expenditure of more than forty-five thousand dollars ($45,000) shall be submitted to the Finance Committee for its recommendation to the Board.  The Treasurer shall serve on the committee ex officio.

ARTICLE X
Conservation Committee

Section 1.       Composition and Duties

There shall be a Conservation Committee composed of at least three members from the list of senior, sustaining or life members, each serving a term of three years.  Appointments to the Committee shall be made by the Board of Directors in such a way that one appointee’s term will expire each year. The duties of the Committee shall be to look after the preservation of the natural landscape of the Club and to annually make studies and recommendations to the Board of Directors for such topping and trimming of trees as may be required to minimize shadows on the tennis courts during the main playing season (designated as May 15 through October 15).  The Committee shall be consulted before major landscaping projects are undertaken or before capital improvements that may impinge on the natural landscape are undertaken.  The chairman (or designee from the Committee) shall also serve on the Long-Range Planning Committee.  The House and Grounds Chairman shall also serve on the Conservation Committee ex officio.

Section 2.       Removal of Trees

Proposals for removal of multiple trees, or the removal of any tree whose circumference is in excess of three feet for any purpose other than when such removal is immediately necessary for the safety of persons using the Club, shall be submitted by the Board of Directors to the general membership for approval.

Section 3.       Duty of Board of Directors to Trim and Top Trees

After having in hand and considering the report of the Conservation Committee, the Board of Directors shall have the duty promptly to cause such trees to be trimmed and topped as it determines will minimize the shadows on the tennis courts during the playing season, subject to the provisions of Section 2 hereof.

ARTICLE XI
Admissions Committee

Section 1.       Composition

The Committee on Admissions shall be composed of seven members appointed by the Board of Directors.  Only senior, sustaining or life members shall be eligible for appointment to this Committee.  At least three of the members of the Committee shall be persons who have previously served on the Board of Directors but are not members of the present Board, one shall be a present member of the Board of Directors; and three may be appointed from the membership at large. The term of each member, other than the member chosen from the current Board, shall be three years, except that the terms of the members thereof shall range from one to three years in order that terms may be staggered and future vacancies filled on a basis of two members per year. During the transition to a new Board of Directors, outgoing members of the Committee on Admissions shall remain on the Committee until their successors have been appointed by the new Board. The Committee shall elect its own chairman and secretary and meet when deemed necessary by the Committee. However, the member of the Committee chosen from the current Board shall not be eligible for election as Chairman.

Section 2.       Voting

Each members of the Committee on Admissions may vote to accept or reject the recommendation for admission of a candidate, or abstain from voting.  The Committee shall vote by secret ballot.  Five members shall constitute a quorum.  Voting by proxy shall not be allowed.

Section 3.       Membership Policy and Rules of Procedure

The Committee on Admissions shall give continuing consideration to membership policy and rules of procedure relating to the applications for membership and admission of new members. As part of its duties the Committee on Admissions shall review all existing policies and rules of procedure relating to application for membership and admission of new members and shall recommend to the Board of Directors any proposed new policies or rules which recommendations shall be submitted to the Board for approval, amendment or rejection.

Section 4.       Duty of the Board to Publish Rules and Procedures

The Board of Directors shall adopt such policies and rules of procedure with respect to admissions as it may choose after having considered the recommendations of the Committee on Admissions with respect thereto. All such stated policies and rules of procedure and all amendments and modifications thereof, when approved by the Board of Directors shall be set forth in full in the minutes of the Committee and copies thereof shall be mailed to members of the Club within thirty (30) days after the approval thereof by the Board of Directors. The Committee shall comply with and carry out such policies and rules as finally approved by the Board.

Section 5.       Minutes and Files

The Committee on Admissions shall keep permanent written minutes of all its proceedings and shall furnish the Board of Directors with a copy of said minutes when requested. All correspondence relative to membership applications shall be destroyed by the Committee immediately after final action by the Board of Directors has been taken on the application. Promptly after the final action has been taken by the Committee on Admissions on an application for membership, the Committee shall report in writing to the Board of Directors regarding its recommendation for the disposition thereof and shall deliver such application to the Secretary of the Club for inclusion in the permanent files of the Club.

Section 6.       Confidential Nature of Committee Actions

Under no circumstances is any member of the Committee on Admissions to discuss the qualifications of any individual who has applied for membership, or any proceeding of the Committee, with anyone not on the Committee or Board of Directors. This, however, shall not preclude the receipt by any member of the Committee of information offered by any member of the Club regarding any candidate.

ARTICLE XII
Nominating Committee

Section 1.       Composition and Duties

The Board of Directors shall appoint a Nominating Committee of five or more members. At least one shall have served on the Committee during the year immediately preceding and at least two of whom shall have served as Directors of the Club.  No member of the current Board of Directors shall be appointed to the Nominating Committee. The Board of Directors shall appoint a Chairman of the Nominating Committee.  Not less than two months before the annual meeting, the Board of Directors shall notify the membership of the names of the persons appointed to the Nominating Committee. The Nominating Committee shall prepare a ticket of not less than seven nor more than nine members. The number to be nominated shall be designated by the Board.  The Nominating Committee shall designate in each case the member who is nominated for the office of President, Vice-President, Secretary, Treasurer and the Directors at large, and advise the membership of such nominations at least one month in advance of the Annual Meeting.  Additional nominations for Officers and Directors may be presented in writing to the Nominating Committee, signed by any five Senior, Sustaining or Life members, up to but not later than ten days in advance of the Annual Meeting. At the Annual Meeting the Nominating Committee shall present the names and offices of all nominees, and an election shall be held.

ARTICLE XIII
President’s Advisory Committee

Section 1.  Composition and Duties

The President’s Advisory Committee shall be composed of the past five presidents of the Club who shall be available to advise the President and the Board of Directors about operational and policy matters.  The committee shall meet once in the first quarter of the fiscal year following the Annual Meeting.  The immediate past president shall serve as chairman and be responsible for calling the first meeting and with the current President, setting the agenda for that meeting.  The President will call further meetings within the year as deemed necessary.

 

ARTICLE XIV
Election of Members

Section 1.  Applications

Applications from persons not members of the Club for Senior, Senior Intermediate or Junior Intermediate membership must be proposed by one voting member who has been a member for at least five years or a Senior Intermediate who has been a member for at least five years.  The applicant must be seconded by another member with the same qualifications as above.  For the purposes of sponsorship and letters of recommendation, a husband and wife shall be considered as one member.

During their terms of office, members on the Board of Directors and Committee on Admissions and their spouses, as well as relatives or business associates of applicants, shall not qualify as sponsors or seconders.

Section 2.       Circulation of Applications and Vote by Committee on Admissions

The names of all applicants for Senior, Senior Intermediate or Junior Intermediate membership, together with their respective sponsors and seconders and the proposed membership category, submitted to the Committee on Admissions shall be circulated by the Committee to the general membership for comment prior to consideration of such applications by the Committee.  Anonymous comments shall be disregarded.

Each member of the Committee on Admissions may vote to accept or reject the recommendation for admission of a candidate, or abstain from voting.

The affirmative vote of five or more members of the Committee shall be required in order for the Committee to recommend admission of an applicant. However, two or more votes for rejection of an applicant shall require the Committee to reject such applicant. Applicants rejected on two separate occasions shall not receive further consideration for membership in any category.

Section 3.       Review by Board of Directors of Recommendations

Recommendations of the Committee on Admissions regarding admission of candidates shall be presented to the Board of Directors for approval by the Board representative to the Committee on Admissions. Upon receipt of such recommendations, the Board of Directors at its next regular or special meeting shall vote by secret ballot respecting each applicant whose admission is recommended by the Committee on Admissions. A candidate recommended by the Committee on Admissions for admission shall be approved for membership unless rejected by a vote of two-thirds or more of the members of the Board of Directors voting, providing however that a quorum is present.

The Board of Directors may establish a waiting list of approved applicants the number of which shall be counted as part of the total number of applicants that may be approved during the term of office of that Board as per Article II, Section 12.

Section 4.       Lagunitas Guest Card Holders

The Board of Directors shall determine each year the number of Lagunitas Guest Card Holders, if any, who will be offered guest privileges.  (See Article II, Section 12).  The Committee on Admissions with the approval of the Board shall determine the manner in which applications for the Lagunitas Guest Card status shall be received and processed.  (See Article XI, Section 4).

Section 5.       Non-Resident Membership and Reinstatement

Any member who qualifies for Non-resident membership may apply to the Board of Directors for Non-resident membership. The Board of Directors shall approve any such qualified application and notify the Committee on Admissions of the action taken.

Section 6.       Dissolution of Marriage

In the event of a final decree of dissolution of a marriage, only one membership shall survive unless both parties were members prior to marriage. When a member who became a member by marriage obtains his or her final decree, his or her membership shall terminate. When members were elected as a couple, one spouse’s membership shall terminate and only one membership shall survive. The choice of which spouse shall retain the one membership shall be at the discretion of the couple involved. If no choice is made prior to the final decree, both spouses shall be treated as suspended from usage of the Club until the couple advises the Club of their choice.

Any spouse whose membership has terminated by dissolution of marriage may become an applicant for membership in accordance with the admissions procedures for applicants from outside the Club.

If a divorced member remarries, the junior children of the new spouse may request Junior membership, provided that they reside with the original member.

Section 7.       Junior Members

A child of a member family shall automatically become a Junior member and become obligated to pay Junior member dues upon attaining the age of fifteen.  In exceptional cases, by unanimous vote of the Committee on Admissions and approval by the Board of Directors, a child within the age bracket of Junior membership whose parents are not members may be elected to Junior membership.

Section 8.       Junior Intermediate Members

Junior members, including both resident and non-resident, upon attaining the age of 25, will not automatically become Junior Intermediate members but may apply for such membership within the time and in the manner prescribed by the rules adopted by the Board of Directors.

Section 9.       Senior Intermediate Members

Junior Intermediate members, including both resident and non-resident, upon attaining the age of 30 will not automatically become Senior Intermediate Members but may apply for such membership within the time and in the manner prescribed by the rules adopted by the Board of Directors. 

Section 10.    Senior Members

Senior Intermediate members, both resident and non-resident, upon attaining the age of 35 will not automatically become Senior Members but may apply for such membership within the time and in the manner prescribed by the rules adopted by the Board of Directors.  The Senior Intermediate, resident or non-resident, shall pay an initiation fee before acceptance to Senior status.

Section 11.    Sustaining Members

Any person eligible to become a Sustaining member shall be made such upon filing a written request therefore with the Board of Directors.

Section 12.     Life Members

Any person eligible to become a Life member shall be made such upon filing a written request with the Board of Directors.

Section 13.    Honorary Members

Nominations of persons to be considered for Honorary membership shall be presented to the Board of Directors in the manner prescribed by rules adopted by the Board of Directors.

Article XV
Required Conduct of Members, Visitors and Guests

Section 1.  Members

The Board of Directors shall prescribe by rules the conduct required of members and other persons when they use the facilities of the Club.

 

Section 2.  Visitors and Guest Cards

The Board of Directors shall prescribe by rules the manner in which visitors may be permitted to use the Club facilities and guest cards may be issued.

Section 3.  Responsibility of Members for Guests

Any member introducing visitors into the Club will be held responsible for their conduct while on the Club grounds and for any charge that may accrue on their account.

Section 4.  Prohibited Activities

The Board of Directors shall have authority to limit or prohibit any game or sport which it deems prejudicial to the best interest of the Club, and it shall also have power to prescribe rules under which such as are permitted shall be played.

Section 5.  Destruction of Property

In case of any destruction, defacement or injury of any property belonging to the Club, by a member or child thereof, the person or the parent of a child, causing the same shall pay the cost of replacing or repairing the article damaged, and any related charge as determined by  the Board of Directors.

Section 6.  Gratuities to Employees

No member, visitor or guest shall be allowed, under any circumstances, to give money or any gratuity directly to any employee of the Club.

Section 7.  Complaints by Members

Any member wishing to complain of any act or neglect on the part of any employee or staff member, of any act of any member or of any matter relating to any department of the Club shall make any such complaint in writing to any member of the Board of Directors. The complaint shall be brought to the attention of the Board at its next meeting for such action as it may deem appropriate.  No employee or staff member shall be reprimanded or in any way punished by a member.

Section 8.  Policy Against Harassment

The Board of Directors affirms that it is the Club’s policy that there shall be no harassment by any employee, staff member, or Club member of any employee or staff member on the basis of sex, race, national origin, religion, physical handicap or sexual preference.  In furtherance of this policy, the Club does not condone and will not permit such harassment of any employee or staff member and in particular, will not tolerate the making of any unwelcome sexual advances to any employee or staff member, or the making of remarks or “jokes” known to be offensive to any employee or staff member because of his or her sex, race, age, national origin, religion, physical handicap or sexual preference.

ARTICLE XVI
Construction, Amendments and Communication of Bylaws

Section 1.  Construction

On all questions as to the construction or meaning of the Bylaws and Rules of the Club, the decision of the Board of Directors shall be final, unless rescinded by the membership at the Annual Meeting or at a special meeting called for that purpose.

Section 2.  Amendments by Members

These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted at the annual meeting or at any special meeting of the voting members of the Club called for that purpose, by the affirmative vote of two-thirds of the members present, or by written assent of two-thirds of the voting members of the Club.

Section 3.  Amendments by Directors

The Bylaws, with exception of the portions thereof specifying the number of directors, may be altered, amended or repealed by the affirmative vote of six members of the Board of Directors, provided however, that within fifteen days after the adoption of any amendment by the Board of Directors, written notice of such amendment together with the text thereof shall be given to all voting members of the Club and such amendment shall in no event be effective until the thirty-first day after the giving of such notice.

If, within thirty days after the giving of such notice, thirty or more voting members of the Club protest such amendment in writing to the Secretary of the Club, such amend­ment shall not become affective until it is approved by the vote of two-thirds of the members present at the next annual meeting or at a special meeting of the Club called for that purpose. If such amendment is not protested as above provided, it shall become effective on the thirty-first day after the giving of notice thereof to the members.

Section 4.  Publication of Bylaws and Rules

The Bylaws and all rules allowed or required to be promulgated under these Bylaws shall be made available to all members.

Section 5.  Compliance with Bylaws and Rules

Every member of the Club shall make himself familiar with its Bylaws and Rules, and ignorance of such Bylaws and Rules shall in no case be admitted in excuse of a breach or neglect of the same by a member.

Section 6.  Method of Giving Notice

All notices required by law or by these Bylaws to be in writing and to be given to any member or Officer or Director of the Club may be given either by delivery of the notice to the member personally, by fax, or by email, or by depositing the same in the United States Post Office in the County of Marin or in the City and County of San Francisco, with the postage thereon prepaid and addressed to the member at his or her last known address; and the notice shall be deemed completed at the time of such delivery or deposit, as the case may be.

Section 7.  Bulletin Board

A bulletin board shall be kept in a conspicuous place in the Clubhouse, on which shall be posted all notices required to be posted by these Bylaws or by the Rules of the Board of Directors.

 

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