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ARTICLE I. NAME AND PURPOSE
1.01 NAME.
This Club is incorporated as a not-for-profit corporation under the laws of the State of Illinois as the INVERNESS GOLF CLUB.
1.02 OBJECT.
The purpose and objective of the Club is to operate as a private social club for the recreational and social benefit of its Members. No part of the income of the corporation shall inure to the benefit of any Member, trustee, director, officer of the corporation or any private individual except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes.
1.03 LOCATION.
The principal place of business of the Club shall be at 102 North Roselle Road, Inverness, Illinois.
ARTICLE II. PROPERTY
2.01 CLUB PROPERTY.
The property of the Club shall consist of a clubhouse, swimming pool, racquet courts, grounds for playing golf and other sports, and such other real and personal property acquired by the Club as may be necessary for its purposes.
2.02 REMOVAL.
In no cases shall any equipment that is the Property of the Club, be removed from the premises or used for purposes other than that for which it was intended unless first authorized by the Board of Directors.
2.03 DAMAGE.
Members must pay for all breakage of or damage to Club property caused by them, their family members or their guests.
2.04 DISPOSAL.
There shall be no sale, transfer, assignment, trade, lease, or other alienation of real estate owned by the Club unless seventy-five percent (75%) of the Members entitled to vote have consented to the proposed disposition of the Club's real estate.
2.05 LIQUIDATION.
There shall be no dissolution of the Club unless seventy-five percent (75%) of the Members entitled to vote have consented to the proposed dissolution of the Club, which shall include a specific formula for distributing the proceeds therefrom. The disposal/liquidation proceeds are to be paid to the beneficial owner of the land trust.
ARTICLE III. MEMBERSHIP
3.01 CLASSES.
Members shall be classified as follows and each classification shall have the rights, privileges and obligations as set forth in these Bylaws and/or the Club's Rules and Regulations:
Regular Widow-Social
Associate Social
Junior Senior
Legacy Senior-Social
Widow
Collectively “Members”
3.02 NUMBER.
The maximum number of memberships for each membership classification is as follows:
Regular – 235 Widow – Unlimited
Associate – 50 Widow–Social-Unlimited
Senior & Senior Social - combined limit of 40
Social– 80 (Senior alone may not exceed 35Legacy/Junior – 60
The number of memberships in any membership class may be changed upon approval of a majority vote of the Members entitled to vote.
3.03 ELIGIBILITY.
Any person twenty-one (21) years of age or over and of good moral character may be a candidate for invitation to become a member of the Club subject always to Club Rules and these Bylaws. A new member, regardless of membership class, will be a probationary member for their first full year of membership. Probationary members will have all the privileges of their membership class for their probationary period. After one year, the membership committee will make a recommendation to the board to remove the probationary status of the member or remove the member from the club. Any action outlined in section 5.05 may result in immediate action by the board to remove a probationary member.
3.04 REGULAR MEMBERS.
A Regular Member shall be an individual who is at least twenty-one (21) years of age, as well as a married couple as long as one spouse is at least twenty-one (21) years of age. These members and their single children up to age twenty-five (25) years of age shall have, subject to Club Rules and By Laws, all the privileges afforded by the Club. The election of said individuals and married couples to the status of Regular Member shall not exceed the maximum number of Regular Members set forth in Article 3.02. For the purposes of these By Laws, a married couple shall be deemed as one (1) Regular Member. Each Regular Member shall be entitled to one (1) vote on all matters subject to vote herein.
3.05 ASSOCIATE MEMBERS.
An Associate Member shall be an Individual at least twenty-one (21) years of age, as well as a married couple as long as at least one spouse is at least twenty- one (21) years of age. These members and their single children under twenty-one (21) years of age shall have all the social, racquet and pool privileges afforded by the Club along with limited golf privileges as set forth in the Clubs Rules and Regulations, provided however that election of the person to status of Associate Member shall not exceed the maximum limit of Associate Members set forth in Article 3.02. For the purposes of these By Laws, a married couple shall be deemed as one (1) Associate Member. An Associate Member who becomes eligible for Regular membership status must become a Regular Member within 30 days or be terminated as an Associate Member.
The Board of Directors may, however, permit one time only and for good and reasonable cause, an Associate Member to return to the bottom of the waiting list in which event the Associate Member must become a Regular Member when next eligible or be terminated as an Associate Member. Associate membership shall be considered probationary in nature, and Associate Members may be subject to suspension, expulsion or other reasonable disciplinary action at the discretion of the Board of Directors, which shall vote on such disciplinary action, as set forth in Article V. Associate Members are not afforded the right to hearing and/or appeal as provided for other classes of membership in Articles 5.05 and 5.06.
3.06 LEGACY MEMBERS.
The Legacy Program applies to children and their spouses of Regular and Senior Members of Inverness Golf Club. There will be three (3) categories of Legacy Members determined by age: Ages 25-29, Ages 30-34, and Ages 35-39. Legacy members shall have the rights and privileges of an Associate Member of the Club except for golf where they will have the rights and privileges of a Regular Member. Legacy Members shall not have voting rights until they officially transition to Regular Membership.
Legacy Members can apply for Regular Member status at any time. A Legacy Member must apply for Regular membership on his or her 40th birthday or resign from the Club. In the case of a married couple, an application for Regular Member Status must be made upon the earliest 40th birthday of either couple or such couple shall resign from the club.
If a Legacy Member applies for regular membership upon attaining age 40 and there is a waitlist for regular members, the Junior/Legacy Member would become a regular member regardless of the current waitlist.
A Regular Member may elect to forfeit all or part of their Equity Certificate Debt Reduction in order to subsidize the Initiation Fee of their sponsored Legacy Member.
The sponsoring Regular Member will be responsible for any past due accounts for their Legacy Member. A Legacy Member will be given voting privileges pursuant to paragraph 3.04 and 3.05 when they become a Regular Member, and their Initiation Fees are fully paid.
When determining the Legacy category of the Members applying for Legacy membership, the club shall use the age of the oldest spouse of a Legacy couple. Notwithstanding the foregoing, the Legacy membership avails themselves to the benefits of any pricing structure (monthly payments or initiation fees) that is then available for the actual Legacy spouse at his or her age at the time of membership..
The Club will place a limit on the combination of Legacy and junior members at 60. A waitlist will be started when the 60 Legacy/Junior Member limit is reached. For the purposes of these By Laws, a married couple shall be deemed as one (1) Legacy Member.
3.07 JUNIOR MEMBERS.
In the interest of encouraging young men and women to join the Inverness Golf Club a new category of membership is established. Junior Members shall be individuals and their spouses who are between the ages of 21 and 40. There shall be three categories of Junior Members determined by age: Ages 21-29, Ages 30-34 and Ages 35-39. The admissions procedures of Article IV of the By-Laws shall apply to all categories of Junior Members.
The Junior Member shall be afforded the full benefits of an Associate Member in the Club except for golf where they will have the rights and privileges of a Regular Member with no voting rights. All Junior memberships shall fall into the category of Junior membership based on the oldest spouse of a married Junior membership. Once the oldest Junior Member turns 40 years of age, he or she must apply for Regular membership immediately. Notwithstanding the foregoing, if the Junior Member is a married couple, the Junior Member will be able to avail themselves to any special payment plans on the initiation fee or monthly dues, at the time of The Junior Membership application based on the youngest spouse’s age of the Junior membership.
The Junior Member will be fully responsible for their bills and other obligations and be subject to all the provisions of the bylaws including but not limited to the provisions on Indebtedness contained in Section 5.03 of Article V. For the purposes of these By Laws, a married couple shall be deemed as one (1) Junior Member.
If a Junior Member applies for regular membership upon attaining age 40 and there is a waitlist for regular members, the Junior Member would become a regular member regardless of the current waitlist.
3.08 WIDOW MEMBERS.
A Widow or Widower (collectively “Widow”) is a Regular, Legacy, or Junior membership’s when his or her spouse has passed away. A Widow Member shall enjoy all the privileges afforded to him or her prior to being a widow or widower so long as such widow or widower continues to pay the Regular membership monthly dues. Upon remarriage, the succeeding spouse shall become a voting Member so long as the widow or widower continues to pay the Regular membership dues. If the widow or widower chooses to accept the Widow membership with reduced monthly fees, he or she shall not have voting rights.
Should a Widow Member request to become a Regular Member, the Widow Member shall be immediately placed at the bottom of the Associate Member waiting list and shall enjoy from that time on, all the privileges afforded Associate Members, even if this Member’s admission exceeds the cap for Associate Members as set forth in Article 3.02.
A Widow Member who remarries prior to having applied for Regular membership status shall have ninety (90) days following the date of remarriage to make the required application for Regular membership status and, failing to do so, shall be automatically terminated as a Widow Member.
3.09 WIDOW SOCIAL MEMBERS.
A Widow-Social Member shall be a Widow whose membership privileges no longer includes use of the Club’s golf facilities except for guest privileges. Widow-Social membership status must be requested in writing and approved by the Board of Directors. The effective date of change in status to Widow-Social Member shall be the first day of the month following approval by the Board.
A Widow Social Member who remarries prior to having applied for Regular membership status shall have ninety (90) days following the date of remarriage to make the required application for Regular membership status and, failing to do so, shall be automatically terminated as a Widow Social Member.
3.10 SOCIAL MEMBERS.
A Social Member shall be an individual at least twenty–one (21) years of age, as well as a married couple as long as at least one spouse is at least twenty-one (21) years of age. Both spouses are considered “Social Members.” Social Members are entitled to all non-golfing privileges of the Club but may not vote or hold office. They may use the golf course only as guests of a Regular Member and are subject to all provisions prescribed by the Club’s Rules and Regulations. A Social Member and their single children, up to age twenty- five (25) years of age, shall have all non-golfing privileges of the Club, provided, however, that election of the person to status of Social Member shall not exceed the maximum limit of Social Members set forth in Article 3.02. Notwithstanding the foregoing, children of Social Members may participate in the Club’s Junior Golf Program. For the purposes of these By Laws, a married couple shall be deemed as one (1) Social Member.
3.11 SENIOR MEMBERS.
A Senior Member shall be an individual or married couple as long as at least one member is at least seventy (70) years of age and has been a Regular Member of the Club in good standing for either: (a) 20 consecutive years or (b) a Regular Member of the Club for at least 30 years (not consecutive) subject to the Reinstatement Rule set forth in Article 3.18, prior to applying for Senior Member status. Senior Member status must be requested in writing and approved by the Board of Directors. The effective date of change in status to Senior Member shall be the first day of the month following approval by the Board, provided that admission to status as Senior Member shall not exceed the maximum limit for Senior Members set forth in Article 3.02. In order to apply for Senior Member status, the Member must be a Regular Member, not a Social Member. In addition, such Member shall remain as a Regular Member while on any wait list to gain status as a Senior Member. Any Regular Member transferring to Social membership shall no longer be eligible for Senior membership or Senior Social membership. For the purposes of these By Laws, a married couple shall be deemed as one (1) Senior membership.
3.12 SENIOR SOCIAL MEMBERS.
A Senior Social Member shall be an individual or married couple as long as at least one member is at least seventy (70) years of age and has been a Regular or Social Member of the Club in good standing for either: (a) 20 consecutive years or (b) a Regular Member of the Club for at least 30 years (not consecutive, subject to the Reinstatement Rule set forth in Article 3.18, prior to applying for Senior Member status) whose membership privileges no longer includes use of the Club’s golf facilities except for guest privileges. Senior Social membership status must be requested in writing and approved by the Board of Directors. The effective date of change in status to Senior Social Member shall be the first day of the month following approval by the Board, provided that admission to status as Senior Social Member shall not exceed the maximum limit for Senior Social Members set forth in Article 3.02. For the purposes of these By Laws, a married couple shall be deemed as one (1) Senior Social Member.
3.13 OTHER FAMILY MEMBERS.
A Regular Member shall be at least twenty-one (21) years of age. These Members and the Members’ single children up to age twenty-five (25) years of age shall have, subject to Club Rules and the Bylaws, all the privileges afforded by the Club, provided that election of this person to status of a Regular Member shall not exceed the maximum limit of Regular Members set forth in Article 3.02. For the purposes of these By Laws, a married couple shall be deemed to be one (1) Regular Member.
3.14 COMPANION.
A Member, except a surviving spouse Member, who is unmarried may, once in a calendar year, request to add a companion to their membership, The companion must not be married and who is not the child, stepchild or foster child or other similar relationship of the Member. All such requests shall be sent to the Membership Director and be referred to the membership Committee which shall look into the circumstances surrounding the request, the purpose of the Member making the request and the eligibility of the companion and report to the Board with a recommendation. The decision of the Board as to whether to grant the companion limited membership rights for the year and the decision to grant a companion membership status shall be within the sole discretion of the Board. The Board shall also have the ability to remove the companion’s privileges also within its sole discretion. A companion privileges are updated annually with a December 31 expiration date shall entitle the companion to the same privileges and obligations as if such companion were the spouse of the Member making the request subject to such rules and regulations as the Board may prescribe. The companion does not have voting rights until: (i) the companion has been a companion of an Individual Member for five consecutive years: and (ii) the Individual Member requests in writing to the Board of directors to allow such companion to have voting rights.
3.15 SPECIAL MEMBERSHIP STATUS.
Special membership status or privileges may be granted to a current or future Club member by the Board of Directors upon such terms, conditions and fees as the Board may deem appropriate.
3.16 NON-TRANSFER AND DIVISIONS OF MEMBERSHIP.
Club memberships, regardless of membership class, are not transferable unless set forth herein. Notwithstanding the foregoing, memberships are presumptively dividable by Regular Members in good standing at the Club. One spouse must petition the membership committee to allow for such division. The membership committee shall take into account all facts and circumstances regarding the transferee spouse’s conduct at the Club during the time period in which he or she has been a spouse of a Member. If a recommendation is made to the Board to either deny or allow for such division, the Board may approve or deny the division by a vote of the majority of the Board of Directors under the Board’s terms. Upon an approval, The Regular membership may be divided into two separate Regular memberships. One member receives the current membership, and the other member may pay the current initiation fee upon such division if they also wish to remain a member. Notwithstanding the foregoing, that upon the approval of the division, each spouse will have separate membership numbers dating back to the original Regular membership, thereafter each Member must pay separate monthly dues to maintain such membership.
3.17 MEMBERSHIP RECORDS.
The Club shall keep a record of the names, addresses, e-mail addresses and phone numbers of all members, along with other information deemed appropriate. It shall, however, be the Member’s responsibility to notify the Club, in writing, of any change in address or phone number. Any written or printed notices sent to the last address of a Member as shown in the Club’s records shall constitute due notice to the Member.
3.18 MEMBERSHIP TRANSFER.
Before a person in any class of membership may transfer to another class of membership, the proposed transfer must be made by both spouses for the transfer of a Regular membership and shall come before the Membership Committee for a recommendation. The Membership Committee shall issue a recommendation to the Board of Directors to approve or deny the transfer between classes. The proposed transfer shall then come before the Board of Directors for approval or denial of the transfer. An affirmative vote by the Board of Directors shall be required to effectuate the approval or denial of the transfer. Denial of a transfer of membership is not subject to review under Articles 5.05, 5.06 and 5.07. In the case of spouses, the membership may be transferred pursuant to this section, but spouses may not separate their membership into two categories unless that is part of a division as set forth in 3.16 and an additional membership is created.
The Membership Committee and the Board of Directors may take into consideration any and all factors deemed relevant in making recommendations or decisions to approve or deny a transfer between classes of membership. The Board of Directors shall have sole discretion to approve and deny any transfer between classes of membership equitably using the following rules and guidelines:
Reinstatement Rule – Means to rejoin the club as a Regular Member (includes all age categories) after having paused membership in good standing and paying back dues, minimums, capital assessments and any other annual (non-optional) expenses that would have been billed to the membership during those years absent. After Board approval and payment has been received, consecutive year history will also be reinstated.
Rejoining Rule – Means to rejoin the club after leaving in good standing on the members own accord and paying 50% of the then full initiation fee. This would not include discounted, introductory initiation fees, preview benefits for new Members. Board approval is needed to Rejoin. Consecutive year history is not reinstated.
Upgrade to Regular from Social (Never has been a Regular Member) – The Member would be subject to paying the difference of the current initiation fee offering minus the original initiation fee they previously paid incoming as a social Member.
Upgrade to Regular from Social- (Previous Regular Member) – The returning Golf Member shall have the option to invoke the Reinstatement Rule or the Rejoining Rule.
ARTICLE IV. ADMISSIONS
4.01 ADMISSIONS PROCEDURES.
Membership in the Club shall be by invitation of the Board of Directors only. A request that an invitation to membership be extended must be made in writing by one (1) Member sponsor, in form determined by the Board, and accompanied by letters of recommendation from four (4) Members who shall be personally acquainted with the family or the person being proposed for membership. All requests for invitations shall be submitted to the Membership Committee for review and recommendation to the Board of Directors. An affirmative vote of the Board of Directors shall be required to invite a proposed Member. In the event a proposed Member fails to receive approval for invitation to membership, that person shall not be eligible for invitation unless and until at least six (6) months have elapsed since the prior request for extension of invitation.
4.02 NOTIFICATION.
Upon decision to extend an invitation for membership, the Secretary shall notify the individual invited and furnish that person with a copy of the Club Rules and Bylaws. Upon subscribing to the Rules and Bylaws and payment of all required fees and dues, that person shall be entitled to the class of membership to which the person was invited and failure to comply within ten (10) days from the date of membership approval shall be construed as a declination of the invitation.
4.03 POSTING.
The name of each candidate for invitation to membership, shall be posted on the Club bulletin Board and other common areas of the Club along with the names(s) of the sponsor(s) as well as distributed electronically (i.e. weekly or monthly newsletters) as soon as contemporaneously possible to providing usage of the Club’s facilities, and prior to formal approval by the Board of Directors.
It shall be the duty of each Member of the Club who knows of good reasons why an invitation for membership should not be extended to the proposed candidate to so advise any Member of the Board of Directors, the Membership Committee or both.
ARTICLE V. RESIGNATION, SUSPENSION & EXPULSION
5.01 RESIGNATION.
Any Member of any class of membership in good standing under these Bylaws may resign his or her membership in the Club by delivering written notice to that effect to the Club’s business office signed by both spouses (if applicable). Resignations shall take effect on the last day of the calendar year following the Boards acceptance thereof. Resigning members are liable for any dues, expenses and assessments in the year in which they resign. They may continue using the club for the remainder of the calendar year in which they resign..
5.02 RE-ADMISSION.
Any person(s) who resign as a Member(s) of the Club shall not be eligible for re-admission unless that person(s) request for re-admission is accompanied by payment, in full, of any indebtedness outstanding as of the date request is made for re-admission, regardless when the indebtedness was incurred and, regardless of whether such indebtedness was incurred by the Member, the Member’s spouse and children or their guests. For the purpose of this Article 5.02, a request for admission as a Member of the Club by an individual spouse of a resigned membership, shall be construed to be a request for re-admission for membership. Any Member who is expelled from the Club shall not be invited to re-admission until twenty-four (24) months have expired from the date of the Member’s expulsion and then only upon a vote of at least ten (10) Members of the Board of Directors of the Club then in office. A former member who is expelled, providing he/she is not indebted to the club (Section 5.03) may return as a guest of a member after a period of twenty four (24) months.
5.03 INDEBTEDNESS.
Any Member who fails to pay his or her dues, charges, and assessments due the Club within thirty (30) days of the statement date shall be considered delinquent and shall be so notified in writing by the Club. In the event the total amount owed the Club has not been paid within sixty-one (61) days from the date of said statement, the Member’s name and amount due may, at the option of the Board of Directors, be posted on the Club’s bulletin Boards; however, whether the Board opts to post the Member’s name or not, all of the Member’s privileges and credit, including that of the Member’s family and guests, shall be immediately suspended and said Member shall have no right of a hearing as set forth in Article 5.06 nor the right of appeal as set forth in Article 5.07. All such suspended privileges and credit shall be reinstated if, within sixty-one (61) days from the effective date of the suspension, the Member makes full payment of the total amount owed the club and failure to make payment of the amounts owed the Club within this sixty-one day (61) period will automatically result in termination of the person(s) membership in the Club.
The Board of Directors may expel, suspend, or take other appropriate action against any Member delinquent more than two (2) times during any twelve (12) month period. Any Equity Certificate owned by a said Member shall, at all times, stand as security for a Member’s indebtedness to the Club.
Any former Member, whether by resignation, expulsion or any form of termination of membership, leaving the Club that still is indebted to the Club for dues, charges, assessments, minimums, or any other unpaid debt to the Club including any family indebtedness, shall not be allowed at the Club as a guest of any Member or participate in Club functions, including, but not limited to, dining, golf, racquet, pool, and social events.
5.04 MEMBER LITIGATION.
A Member may not bring a lawsuit or represent a party bringing a lawsuit naming as a defendant the Club and/or its past and present officers, directors, or employees in their capacity as such. If a member does bring a lawsuit against the club, the member is immediately terminated, and any unpaid bills are immediately due. A member may appeal termination due to litigation, but remains suspended until a final decision is reached. If a Member has a complaint or dispute which cannot be resolved and desires to pursue the matter, he or she must avail himself or herself of Arbitration which will be administered by the America Arbitration Association (AAA) and be subject to the rules and regulations of that organization. The Member shall immediately be suspended as a Member of the Club pending resolution of the Arbitration. During the period of suspension, the requirements of Section 5.08 shall be applicable. If the Club prevails in the Arbitration or if the Member dismisses the Arbitration, the Member shall be responsible for all costs associated with Arbitration. Upon finalization of the Arbitration the Member may petition the Board for reinstatement.
5.05 OTHER CAUSE.
For any other cause, a Member and/or such Member’s family or companion may be suspended, expelled or subject to other reasonable and appropriate action, including reprimands, for his or her actions or the actions of his family, companion or guests, by a vote of at least ten (10) Members of the Board of Directors; quorum rules do not apply for such actions of the Board of Directors. For purposes of this Article 5.05, the term "other cause" shall include, but not be limited to, felony convictions, disorderly or improper conduct on or off the Club premises that is detrimental or harmful to the character or best interests of the Club or its membership or both, repeated violation or disregard of the Club's Rules or Bylaws, and being deemed financially irresponsible as set forth in Article 5.03. If the member resigns, before being expelled, the re-admission policies outlined in Section 5.02 still apply assuming the Board votes to expel the member. The General Manager has full authority to immediately suspend a member at their discretion for up to 14 days pending any hearing.
5.06 HEARINGS.
A hearing by the Board shall be offered in writing for suspension of greater than 14 days or expulsion other than a suspension or expulsion as set forth in Article 5.03 for any Regular Member except an Associate Member. The suspension will start immediately upon notification. Notice in writing of the option for such hearing, stating the grounds for the proposed suspension or expulsion action and notifying such Member of the right to be heard, must be delivered to said Member or mailed to the Member's last address carried in the records of the Club at least five (5) days before such hearing is scheduled. Following such hearing, the Board may, by a vote of at least ten (10) Board Members to rescind or modify the imposed suspension or expulsion, upon or without conditions.
5.07 APPEALS.
Any Member, except an Associate Member, may appeal his or her suspension or expulsion by written notice to the membership at the next Annual Meeting of the membership or at a Special Meeting of Members called for that purpose. The notice of appeal must be delivered to the Club office within ten (10) days after such action by the Board. Upon appeal, the Board's action may be overturned by a majority of a quorum of the voting Members of the Club within three (3) months after the suspension, expulsion, or other action. Upon expulsion, all indebtedness to the Club is immediately due and payable.
5.08 MEMBER OBLIGATIONS.
During a period of suspension, the suspended Member shall continue to be responsible for all applicable dues and assessments up until a decision on expulsion is made. If a Member, family member or companion is ordered suspended or expelled by the Board and upon appeal to the membership the Board's decision is overturned, then a condition precedent of the full Member's reinstatement shall be the immediate payment of all dues and assessments applicable to the period of suspension or expulsion.
5.09 FORFEITURE.
Any person whose membership in the Club is terminated, regardless of cause, shall immediately forfeit all membership privileges and shall cease to have any right or interest of any kind or nature in and to any of the property or assets of the Club.
ARTICLE VI. MEMBERSHIP MEETINGS
6.01 ANNUAL MEETINGS.
The Annual Meeting of Regular Members shall be on the second or third Thursday in November of each year, if not a legal holiday, otherwise on the first day following which is not a legal holiday. All regular members shall be invited.
6.02 SPECIAL MEETINGS.
Special Meetings of the Regular Members may be called by the President or Secretary upon a request in writing from: a) at least five (5) Members of the Board of Directors or b) of twenty-five (25) Regular Members qualified to vote. Such request shall state the specific purposes of the proposed meeting. All regular members shall be invited. For the purposes of these By Laws, a married couple shall be deemed as one (1) Regular Member.
6.03 FINANCE MEETINGS.
The Finance Meeting of the Regular Members shall be on the 3rd Thursday in April of each year, if not a legal holiday, otherwise on the first day following which is not a legal holiday. Other Club Members may be invited.
6.04 NOTICES.
At least thirty (30) days before each Annual, Special or Finance Meeting, the Club Secretary shall mail to each Regular Member a notice of such meeting. Such notice shall state the time and place of the meeting, and in the case of Special Meetings, the purpose thereof. Business transacted at all Special Meetings shall be confined to the purposes stated for calling the meeting.
6.05 QUORUM.
At an Annual or Special Meeting as set forth in Articles 6.01 and 6.02, fifty (50) Regular Members qualified to vote, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, the President or Secretary shall adjourn the meeting to a future day and time, notice of such to be provided as set forth in Article 6.04. For the purposes of these By Laws, a married couple will be deemed as one (1) Regular Member.
6.06 VOTING AND PROXIES.
Only Members qualified to vote in good standing shall be entitled to vote. For each matter requiring a vote, a Member shall be entitled to one vote which may be cast in person, or by proxy. A family membership entitles that family to one vote. Every ballot and proxy must be signed personally by the voting Member(s) and conform with any instructions thereon.
ARTICLE VII. BOARD OF DIRECTORS
7.01 GENERAL CHARGE.
The control and management of the property, assets, funds, and affairs of the Club shall be vested in a Board of Directors, all having been duly elected or appointed and all serving without compensation.
7.02 POWERS.
The Board of Directors is, at all times, obligated to act solely in the best interests of the entire Club Membership. To this end, unless otherwise prohibited within these Bylaws or the Articles of Incorporation, they shall have the power and duty to a) do all that is necessary and proper to carry out the object and purposes of the Club, except as otherwise provided in these Bylaws or in the Articles of Incorporation, b) abide by and enforce all the Club's Bylaws, c) make, amend, abide by and enforce rules for the use of the Club by its Members, their families and their guests, d) establish and maintain a schedule of fees, dues and other charges appropriate for the Club's various membership classes, e) monitor and control the expenditures of the Club, including competitive bids for all capital purchases of any nature in excess of $10,000 in the aggregate excluding operational items such as food, liquor, beverage and supplies, f) authorize committees of the Club as necessary for the conduct of Club business, g) authorize the hiring and/or termination of key management employees of the Club to include the Club Manager/General Manager, the Controller, Head Chef, Grounds and Greens Superintendent, Head Golf Professional, and head Racquet Professional, and h) employ independent Certified Public Accountants to audit the Club's accounts annually.
7.03 NUMBER.
The Board shall consist of eleven (11)Regular Members in good standing that are either an Individual Member or one of the spouses from a Family membership. The board may be greater than 11 at the discretion of the Executive Committee as the Board transitions from 15 members (pre-2026) to 11 members (post-2026). A husband and wife from the same Regular membership, cannot be on the Board at the same time. In addition, once one spouse completes his or her term on the board, there must be a three year “wait period” for the other spouse to qualify to be on the Board. The Board may allow, but is under no obligation, by a majority vote of the Board of Directors, representative members from other constituent groups to attend Board Meetings or portions of Board Meetings in a non-voting capacity (“Advisory Members”). The Board may allow one (1) Advisory Member who will represent the Junior and Legacy Members; one (1) Advisory Member for Social Membership and one (1) Advisory Member for the Senior or Senior Social Member categories. Such slots are not mandatory advisory slots and will be determined on a year-to-year basis by the Board. The determination as to who shall fill those Advisory slots shall be subject to Article 10.13 and within the process established under the Nominations and Elections Committee.
7.04 ELECTION.
At the Annual Meeting, Regular Members qualified to vote shall elect five (5) Directors. The term of each elected Director shall be three (3) years and shall commence immediately following the Annual Meeting at which they were elected and shall expire immediately following the Annual Meeting three (3) years later. The election of Directors shall, at all times, be subject to the provisions set forth in Article 7.05.
7.05 SUCCESSIVE TERMS.
No Member of the Board may be elected to serve for more than two (2) full consecutive terms, which can be in addition to the term to which he or she was appointed to immediately prior to his or her first election. A Director, whether elected or appointed, who leaves the Board for any reason, shall not be eligible for election or appointment to the Board of Directors unless and until six (6) years have elapsed since having left the Board of Directors.
7.06 REMOVAL.
It is the duty of the Board of Directors to remove any Member or Members of the Board or any Member or Members of any Committee for neglect of duty or misconduct in office. This includes attendance at Board meetings. It is expected that all Board members make every effort to attend all meetings and shall attend at least ten (10) out of twelve (12) meetings per year to remain active on the board.
7.07 VACANCIES.
If the office(s) of a Director(s) of the Club becomes vacant for any cause, the President shall appoint any Regular Member(s) to serve the unexpired term of the office(s) vacated, such appointment(s) to be subject to the approval of a majority of the Board of Directors then in office and also subject to the provisions set forth in Article 7.05.
7.08 BY-LAW INTERPRETATION.
The interpretation of these Bylaws, and Amendments thereto, rests solely with the Board of Directors unless and until superseded by a majority vote of the Regular Members.
ARTICLE VIII. BOARD OF DIRECTORS' MEETINGS
8.01 REGULAR MEETINGS.
Meetings of the Directors shall be held at least once each month during the fiscal year, the first to be held within ten (10) days after the Annual Meeting of the membership.
8.02 SPECIAL MEETINGS.
Special Meetings of the Board of Directors may be called at any time by the President or upon written request of five (5) Members of the Board of Directors.
8.03 NOTICE.
At least three (3) days notice, either oral or in writing, shall be given to the Directors as to the time and place of the Regular and Special Meetings.
8.04 QUORUM AND VOTING.
A simple majority of Directors shall constitute a quorum for the transaction of business. The acts of the majority of the Directors present at a Regular or Special Meeting in which a quorum is present shall be the act of the Board of Directors, except on matters, contained elsewhere in these Bylaws, which require more than a mere majority vote. A vote must bean oral acknowledgment in person or virtually at the time of the meeting by the director. Such vote may be on a telephonic or mobile device, providing the Director has been a full participant in the discussion about said matter.
8.05 CONSENT IN LIEU OF MEETING.
Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if written consent setting forth the action is signed by all the Board Members and is filed with the Secretary. Such consent shall have the same effect as a unanimous vote at a meeting of the Board of Directors. There shall be no proxy voting for meetings of the Board of Directors. Further, voting via email is sufficient to adequately record the vote of a Director under Article 8.05.
ARTICLE IX. OFFICERS
9.01 ELECTION.
Within ten (10) days following the Annual Meeting, the newly constituted Board of Directors shall elect from their membership, a President, a Vice President, a Secretary and a Treasurer and each, having been duly elected, shall hold office for one (1) year or until their successors have been duly elected. At the Board's discretion, one Director may be elected to hold the offices of both Secretary and Treasurer.
9.02 SUCCESSIVE TERMS.
No Officer may serve more than two (2) successive years in the same office.
9.03 PRESIDENT.
The President shall be the Chairman of the Board of Directors and preside at all meetings of the Club and the Board. The President shall, with the Secretary, sign all written contracts and obligations of the Club when authorized by the Board of Directors, excluding employment contracts as described under section 10.03. The President shall have general oversight of the affairs of the Club, its property and employees and shall perform such other duties as required by law or assigned by the Board of Directors.
The President shall ensure that the orders and resolutions of the Board are carried out effectively and shall keep the Board informed of his/her activities on a timely basis.
9.04 VICE PRESIDENT.
The Vice-President shall, in the case of the absence, disability or inability of the President, exercise the powers and duties of the President.
9.05 SECRETARY.
The Secretary shall be responsible to ensure that the proceedings at all Board of Directors and Club Membership meetings and any official actions taken at such meetings are properly recorded. The Secretary shall also arrange for the issuance of meeting notices and perform such other duties usual to the office of the Secretary or as may be assigned by the Board of Directors. The Secretary shall have custody of the seal of the Corporation and shall affix the same to all instruments to be executed under seal, sign all documents requiring signature of the Secretary, and attest to the signature of the President or other Officer as may be required.
9.06 TREASURER.
The Treasurer shall be responsible for the Club's receipts and disbursements and shall ensure that required records of the accounts of the Club are accurately maintained in books belonging to the Club so as to readily show at all times the exact financial condition of the Club, the source of receipts and the purpose of all disbursements and to whom made. The Club's record of accounts shall, at all times, be open to inspection by the Board or its authorized representative. All checks, drafts, money orders or wire transfers of monies shall be signed by authorized signatories of the Club. The Treasurer shall ensure that each Member receives: a) a statement of their account as soon as possible after the first (1st) day of each month and b) a report of the fiscal year-end financial condition of the Club, including independent auditor's report, at least thirty (30) days prior to the Finance Meeting. Treasurer shall make monthly financial reports to the Board, in such form and at such other times as the Board may request.
ARTICLE X. COMMITTEES
10.01 APPOINTMENT.
At the first meeting of the Board of Directors following each Annual Meeting, the President shall, with the advice and consent of the Board, appoint from the Board of Directors, a chairman for each of the Standing Committees with each such committee having at least one additional Director as a Member thereof. No person shall serve as chairman of more than one standing committee at the same time. The President shall also appoint any other committee authorized by the Board. The President shall serve as ex-officio Member of all committees.
10.02 STANDING COMMITTEES.
The Standing Committees of the Club shall be a) Executive Committee, b) Bylaws and Rules Committee, c) Finance Committee, d) Golf Committee, e) Grounds Committee, f) House Committee, g) Long Range Planning Committee, h) Membership Committee, i) Pool & Racquet Committee and j) Social Committee. Each committee shall report its activities to the Board at Individual Meetings and each committee shall promptly advise the Board of any Member, including their guests, who have violated Bylaws, Rules or Regulations of the Club or its committees.
10.03 EXECUTIVE COMMITTEE.
The Executive Committee shall consist of the President, the Vice President, the Treasurer, and the Secretary. The Executive Committee shall assist the President in carrying out his or her duties of office. The Executive Committee shall keep the Board fully informed of all its activities. The Executive Committee will have the responsibility to review, approve and enter into all employment contracts through a 75% majority vote. Employee contracts, employment disputes, employee grievances, and for matters requiring absolute confidentiality, such as litigation and potential litigation, will only be available to Members of the Executive Committee unless a majority of the Executive Committee, agree to release information to other Board Members only. Employment contracts shall be executed by at least 3 Members of the Executive Committee. The recommendations of all Standing Committees shall be presented to the Board of Directors for consideration.
10.04 BYLAWS AND RULES COMMITTEE.
The Bylaws and Rules Committee shall maintain and keep current the Club's Bylaws and Rules and Regulations and make recommendations for additions, deletions and modifications as deemed appropriate. The Committee may also, at the Board's request, handle disposition of grievance matters that do not fall clearly within the purview of the other standing committees.
10.05 FINANCE COMMITTEE
The Finance Committee shall have general supervision over the financial affairs of the Club. The Finance Committee shall also formulate the financial policies of the Club, such policies to be first approved by the Board of Directors. The Committee shall prepare and present for Board approval each year, a proposed budget of operating and capital expenditures for the ensuing year, including appropriations for each standing or other appointed committee. The Finance Committee shall review the annual Congressional or other assessment methodology to ensure the Club’s rules have been correctly interpreted and applied. It shall then provide a recommendation to the Board for approval prior to the assessment billing to the membership. The Finance Committee shall also review all capital expenditures to ensure such expenditures fit within the financial plans of the Club. It shall provide a recommendation to the Board, which shall accompany the recommendation of the Committee that has proposed the capital expenditure. The Finance Committee Chairman shall be the Club's Treasurer.
10.06 GOLF COMMITTEE.
The Golf Committee shall be responsible for all Club golfing activities and events including activities related thereto. The Golf Committee shall also, in cooperation with the Club Golf Professional, oversee the operation of the Golf Shop and its ancillary services, the conduct of the Golf Shop staff including the conduct of Members and their guests using the golf course and attending facilities. The Golf Committee shall have at their discretion, a sub-committee, the Caddie Committee, to govern and manage the caddie program at the Club. The Golf Committee shall make recommendations to the Board on the allocation of general tee times and golf events for all Members to enjoy in a fair and reasonable allocation considering all factors including but not limited to, league allocations, weekend availability, special events, historical use of the tee times by all constituent groups of the Club and demographics.
10.07 GROUNDS COMMITTEE.
The Grounds Committee, in cooperation with the Grounds Superintendent shall oversee the maintenance of the golf course, the buildings and equipment used to service the course, and such alterations and improvements as approved by the Board of Directors.
10.08 HOUSE COMMITTEE.
The House Committee shall, in cooperation with the Club Manager, oversee clubhouse appearance, operation, use and preservation of the clubhouse and attendant facilities including, kitchens, snack shops, pool, tennis facilities, locker rooms, restrooms, lounge areas, decks and patios, all equipment and furnishings related thereto, and such alterations and improvements as approved by the Board of Directors.
10.09 LONG RANGE PLANNING COMMITTEE.
The Long-Range Planning Committee shall be responsible for formulating long term plans for the Club's development and prioritizing such plans for the Board's consideration. When deemed appropriate, by the Committee and with the Board's approval, the Committee's duties shall include the development of proposed project cost estimates. All recommendations for change or addition to Club facilities shall be approved by the Long-Range Planning Committee before such recommendations can be presented to the Board for consideration.
10.10 MEMBERSHIP COMMITTEE.
The Membership Committee shall receive and consider all requests for invitations to membership in the Club and report to the Board of Directors, in writing, its recommendations on all families of candidates. The Committee shall establish, subject to approval of the Board of Directors, the criteria and procedures for membership invitation and it shall be the committee's duty to personally meet with any candidate for invitation. The Committee shall also be responsible for posting a candidate's name in accordance with the provisions set forth in Article 4.03.
10.11 POOL AND RACQUET COMMITTEE.
The Pool and Racquet Committee shall be responsible for all the Club Raquet (Tennis, Pickleball, Paddle) and Swimming activities and related events. The Committee shall also, in cooperation with the Club Manager, oversee operation of the tennis, paddle, pickleball and swimming pool facilities.
10.12 SOCIAL COMMITTEE.
The Social Committee, in cooperation with the Club Manager, shall be responsible for all Club entertainment, dances, dinners and other social recreational activities. The Social Committee shall establish party themes, promote, and publicize special events, and perform other related duties as the Board may assign.
10.13 NOMINATIONS AND ELECTIONS COMMITTEE
The President shall, no later than July (1) first of each year implement a democratic process for purposes of establishing a Committee on Nominations and Elections. The President with input on candidates from the Board shall present the 5 candidates for Board approval no later than September (1) first, prior to the annual meeting. This Committee shall be composed of five (5) Regular Members who are not Members of the Board of Directors, and it shall be their duty to nominate five (5) Regular Members for election to the Board of Directors who have been Regular Members for at least two (2) consecutive years. Both spouses in a Regular membership are automatically qualified for Board status due to their previous status as a spouse under a previous “Regular” membership. Companions are not qualified as Board Members notwithstanding the certain companion’s ability to vote. The Chairman of such nominating Committee shall be a former Director. In selecting a candidate(s) for nomination, the Committee shall give priority consideration to those Members who have not previously served as a Director of the Club, except that those Director(s) seeking a second consecutive 3 year term who have demonstrated consistent service and meeting attendance shall be given first priority for re-nomination. The slate of nominees so selected shall be listed in alphabetical order and such list shall be posted on the Club's bulletin Board at least forty-five (45) days prior to the Annual Meeting at which they are to be elected.
The Nominations and Elections Committee shall have ballots prepared containing the names of all candidates and place a copy thereof on the Club's bulletin Board no later than ten (10) days prior to the Annual Meeting. In the event the Nominations and Elections Committee is required to include the names of any slate of opposition candidates on the ballot, as set forth in Article 10.14, the slate of candidates nominated by the Nominations and Elections Committee shall be identified as such and placed in first position on the ballots.
The Members of the Nominations and Elections Committee shall also be in full charge of and conduct the election at each Annual Meeting. Prior to the time of the Annual Meeting, they shall classify themselves by lot, three (3) to act as judges of the election and two (2) to serve as clerks of the election.
10.14 OTHER NOMINATIONS.
Any group of fifty (50) Regular Members may nominate, over their signatures, five (5) Regular Members in good standing, as a slate of candidates in opposition to the slate of Director candidates nominated in accordance with Article 10.13, provided that each candidate, so nominated, has expressed his or her willingness to be nominated as an opposition candidate in writing. A duly nominated slate of opposition candidates, presented in writing to the Nominations and Elections Committee no later than twenty-five (25) days prior to the Annual Meeting, shall be placed on the ballots as set forth in Article 10.13. For the purposes of these By Laws, a married couple shall be deemed as one (1) Regular Member.
10.15 OTHER COMMITTEES.
The Board of Directors shall have the authority to create other special purpose committees to research and manage special projects on behalf of the Club and the membership.
10.16 COMMITTEE TERMS.
For all committees, except the Long Range Planning Committee, committee members will serve a staggered 3-year term. After 3 years the Committee Director and the Committee member will mutually agree on a second 3-year term. No committee member may serve more than two (2) successive terms on the same committee beginning January 1, 2025, with the exception of the Long Range Planning Committee which has no term limits.
ARTICLE XI. FEES, DUES & ASSESSMENTS
11.01 FEES AND DUES.
The Board of Directors shall establish a schedule of fees, monthly dues and other charges deemed appropriate for each authorized class of membership and shall, from time to time, revise such schedule of fees and dues when such is deemed appropriate. Members shall be advised at least thirty (30) days prior to the effective date of any approved revision. If dues include both operating dues and capital dues, funds for capital dues must be separated and used only for capital projects.
11.02 CAPITAL IMPROVEMENTS.
The Board of Directors shall have no power to authorize any Capital Improvement project, over $300,000 that will require or result in the Club a) incurring debt, b) levying an assessment or c) utilizing any other form of financing to fund such Capital Improvement unless such Capital Improvement is first approved by a majority vote of the Regular Members. Notwithstanding the foregoing, for any Capital Improvement project over $3,000,000 that will require or result in the Club x) incurring debt, y) levying an assessment, or z) utilizing any form of financing to fund such Capital Improvement, such Capital Improvement must be approved by a 60% vote of the Regular Members. Notice of a proposed Capital Improvement project shall include a description of the proposed project, a detailed estimate of cost and the financing method to be employed. If an assessment is proposed to finance the improvement, notice shall be given to the Members as to the amount of the assessment and the terms and conditions of payment.
If Equity Certificates are proposed to finance the improvement, such certificates shall be offered only to Members and the performance and satisfaction of the created obligation shall be secured by the general assets of the Club. The terms and conditions for Equity Certificate offerings shall be determined by the Board of Directors. Any Equity Certificates held by Members at the time such member either resigns or changes to another class of membership shall be surrendered by such Member for purchase by Inverness Golf Club. Inverness Golf Club reserves the right to defer purchase of the exiting Member’s Equity Certificate until such time as the vacancy in the membership is filled.
ARTICLE XII. BYLAW AMENDMENTS
12.01 AMENDMENTS.
These Bylaws may be amended or altered upon approval of a majority vote of the Regular Members whether present or by proxy at any Annual Meeting, Special Meeting called for such purpose or, upon approval of the Board of Directors, by special ballot without a meeting, provided that a true copy of the proposed amendment(s) has been mailed to each Regular Member at least thirty (30) days prior to said Annual or Special balloting without a meeting and, a copy is also posted on the Club's bulletin Board at the same time.
ARTICLE XIII. INDEMNIFICATION
13.01 INDEMNIFICATION.
The Club shall have the power and duty to indemnify or otherwise hold harmless, any person who is or was a director, officer, employee, or agent of the Club as provided in Section 108.75 of the State of Illinois "General Not for Profit Corporation Act of 1986". Any indemnity made or paid pursuant to this Section 108.75 shall be authorized to the fullest extent provided by the Statute and shall be done or paid in conformity with the terms of the Statute, as amended, at the date of such indemnity payment.
13.02 ADVANCE OF EXPENSES.
Expenses incurred in defense of a civil or criminal action, suit or proceeding may be paid by the Club in advance of the final disposition of such action, suit or proceeding upon approval of a majority vote of the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Club as authorized under Article 13.01.
13.03 NOTICE TO MEMBERS.
If the Club has paid indemnity or advanced expenses in accordance with the provisions of articles 13.01 or 13.02, the Club shall report such payments or advances in writing to the Members before the next Member's meeting.
13.04 INSURANCE.
The Board may, by vote of the majority of the entire Board, authorize the Club to purchase or maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Club, or is or was serving at the Club's request as director, officer, employee or agent of another club, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Club would have the power to indemnify him or her against such liability under such provisions of Article 13.01.
ARTICLE XIV. GENERAL
14.01 GENDER AND NUMBER.
All pronouns in these Bylaws and in the Rules and Regulations of the Club, shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the persons referred to may require.
14.02 PARLIAMENTARY PROCEDURE.
Robert's Rules of Order, as revised, shall be parliamentary authority at all meetings.
14.03 FISCAL YEAR.
The fiscal year of the Club shall be January 1st to December 31st.