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Gig Harbor Golf and Country Club
Bylaws
(revised June 11, 2002)
Article I Purpose and Objectives of Corporation
The purpose for which this corporation is formed and the powers which it may exercise are set forth in the Articles of Incorporation. The objectives for which the Club is incorporated are to encourage and support golfing activities; to provide and maintain facilities for furthering the fellowship of members; to conduct Club activities in such a manner as to constitute a civic benefit to the community and surrounding area.
Article II Name, Address and Fiscal Year of Corporation
Section 1. Name and Address of Corporation
The name of this corporation is the GIG HARBOR GOLF AND COUNTRY CLUB, INC. The principal office of this corporation shall be located at Gig Harbor, Washington and its Post Office address is 6909 Artondale Drive NW, Gig Harbor, Washington, 98335.
Section 2. Fiscal Year of Corporation
The fiscal year of the corporation shall begin on the 1st day of January of each year and end on the 31st of December of each year.
Article III Membership
Section 1.
A. Membership Classes
The membership of the Club shall include five (5) separate classes: Charter, Social, Honorary, Golfing Single, Golfing Family.
B. Membership Definition
The holders of the original 130 Certificates of Membership and those who qualify for membership through payment of all applicable fees and dues shall be Members of this Corporation, own stock, have the right to vote, hold office and participate in meetings, as subject to these Bylaws.
C. Issuance of Stock
Club issuance of stock shall be a matter of record in the Club office. Stock is issued subject to the payment of dues and assessments and shall be forfeited for failure to pay regular Club dues or to satisfy Club assessments.
Section 2. Description of Membership Classes
A. Charter Membership
Charter Members are those members who are eighteen (18) years of age, who are holders of the original 130 Certificates of Membership in the Corporation. Charter Members qualify for use of social privileges without payment of monthly or annual fees and are entitled to the privileges of the clubhouse and adjoining facilities. Holders of these original certificates shall be entitled to use of the golf course upon payment of green fees or by becoming Golfing Members by paying monthly dues. Holders of these original certificates shall have the right to change status from that of a Golfing Member paying dues to a member enjoying social privileges, or from a member enjoying social privileges to a Golfing Member paying dues provided that one full year of Golfing Membership be paid prior to a transfer from that type of membership or upon transfer into that type of membership upon agreement that one full year of Golfing Membership dues will be paid after the transfer.
A Charter Member shall have one vote per membership. Charter Memberships are not assessable.
B. Social Membership
Social Members are those members who are eighteen (18) years of age, who have been Golfing Members for at least fifteen (15) years who no longer regularly play golf and have paid dues and fees as required and who own one (1) share of stock in the Corporation. Social Members have Club lounge privileges and may participate in golfing or social events upon payment of social dues, fees and other general charges. Social Members shall be entitled to use of the golf course upon payment of green fees. Social Members shall be allowed to participate in up to three (3) Club golfing events per year.
A Social Member shall have one vote per membership. Social Memberships are assessable.
C. Honorary Membership
Honorary Members are those members who are 80 years of age, have been dues paying Golfing Members for the immediate fifteen (15) years preceding designation, and who own one (1) share of stock in the Corporation on or before October 10, 1999. No new Honorary Members will be accepted effective October 11, 1999. Honorary Members enjoy all golfing and social privileges without payment of monthly dues except that the spouse must have likewise reached the age of 80 if Golfing Family Membership privileges are extended to the spouse.
An Honorary Member shall have one vote per membership. Honorary Memberships are assessable.
D. Golfing Single Membership
Golfing Single Members are those members who are eighteen (18) years of age and who own one (1) share of stock in the Corporation. Golfing Single Members pay monthly dues for the personal privilege of playing golf. Family members do not enjoy golfing privileges except upon payment of green fees. All family members enjoy all social privileges.
A Golfing Single Member shall have one vote per membership. Golfing Single Memberships are assessable.
E. Golfing Family Membership
Golfing Family Members are those members who are eighteen (18) years of age and who own one (1) share of stock in the Corporation. Golfing Family Members pay monthly dues for the personal privilege of playing golf. Golfing Family Memberships include all members of the immediate household including children living at home up to the age of 21, or, if a full time student, 23. All family members enjoy all golfing and social privileges.
A Golfing Family Member shall have one vote per membership. Golfing Family Memberships are assessable.
Senior Members are those members who are 75 years of age and who own one (1) share of stock in the Corporation. Senior Members pay monthly dues for the personal privilege of playing golf. Golfing privileges are extended to the spouse regardless of age as long as one member has reached the age of 75.
A Senior Member shall have one vote per membership. Senior Memberships are assessable.
G. Super Senior Membership
Super Senior Members are those members who are 80 years of age and who own one (1) share of stock in the Corporation. Super Senior Members pay monthly dues for the personal privilege of playing golf. Golfing privileges are extended to the spouse regardless of age as long as one member has reached the age of 80.
A Super Senior Member shall have one vote per membership. Super Senior Memberships are assessable.
Section 3. Special Memberships
The Club may authorize Special Memberships to increase or augment its membership base as approved by the Board of Trustees.
Section 4. Authorized Number of Members
The total number of authorized Members for each Membership Class shall be determined by the Board of Trustees.
Section 5. Sponsorship, Nomination and Election of Members
A. Sponsorship of Members
All prospective Members shall have filled out a Membership Application form for submittal to the Membership Committee including the name of at least one (1) current Club Member who is in good standing.
B. Nomination of Members
The Membership Committee shall investigate each applicant and report its findings and recommendations for approval or disapproval at the monthly meeting of the Board of Trustees. All prospective Members shall be nominated by the Membership Committee at the monthly meeting of the Board of Trustees.
C. Election of Members
The Board of Trustees shall vote for approval or disapproval of all prospective Members nominated at the monthly meeting of the Board of Trustees. A majority vote of the Board of Trustees is required for membership acceptance.
Section 6. Termination of Membership
A. Voluntary Resignation of Membership
Members may voluntarily resign their membership by filing written notice to the Secretary of the Club provided that any such member’s obligations to the Club be first discharged in full. Upon acceptance of resignation by the Club, all interest of the Member in the Club shall revert to the Club, and all Club property returned to the Treasurer.
B. Suspension of Membership
Members may be censored, suspended, or expelled by a vote of seven (7) members of the Board of Trustees for violation of these Bylaws or for conduct unbecoming a members or actions injurious or prejudicial to the Club, provided that a hearing be held by the Board of Trustees, and that ten (10) days written notice be given said Member of the charges against the Member and date of the hearing. The accused Member shall have the right to present a case to the Board of Trustees and make such defense as related to the charges presented.
The General Manager may suspend members from Club privileges for failure to pay dues that are ninety (90) days delinquent in payment. The General Manager shall report any such suspensions to the Board of Trustees.
C. Involuntary Termination of Membership
Members other than holders of the original 130 Certificates of Membership must continue to pay monthly dues and/or fees or lose membership status. Members may be expelled from Club privileges for failure to pay dues and/or fees that are delinquent in payment.
Section 7. Renewal of Membership
A Member of the Club who has resigned in good standing wishing to renew Membership must reapply for membership in the same manner as any other prospective Member provided twelve (12) months has elapsed since the original resignation date.
Section 8. Transfer of Membership
Charter Memberships are transferable to a spouse or children only. Social, Honorary, Golfing Single and Golfing Family Memberships are transferable if the membership is in good standing and subject to the provisions of these Bylaws. Any transfer of membership must have the approval of the Board of Trustees.
The transfer of any shares of stock may be made only after first offering to sell the share(s) of stock to the Club for such price as may be determined by the Board of Trustees after giving consideration to the value of the Club facilities, and its debts, provided that a transfer of shares may be made from the name of a stockholder to his or her spouse or children without first offering the stock for sale to the corporation.
Section 9. Limitation of Ownership
Each Member shall be entitled to only one (1) share of stock. No one shareholder shall acquire any interest which will entitle said shareholder to any greater voice, vote, authority or interest in the corporation than any other shareholder. Each membership shall have only one vote.
Article IV Fees, Dues and Assessments
Section 1. Initiation Fees
Initiation fees may be applied to all new or re-applying Club Members as determined by the Board of Trustees. Initiation fees are non-refundable, subject to the Club Bylaws. The Club shall have the power to raise or lower initiation fees upon recommendation of the Finance Committee and by approval of a majority vote of the Board of Trustees.
Section 2. Membership Fees
Membership fees are applied to all new or re-applying Club Members, whether in part or in full, for the Member to attain Membership status. Membership fees must be paid in full, subject to Club By-Laws and Policies, for a Member to attain stockholder and voting privileges. Membership fees are non-refundable, subject to the Club Bylaws. The Club shall have the power to raise or lower membership fees upon recommendation of the Finance Committee and by approval of a majority vote of the Board of Trustees.
Section 3. Transfer Fees
The Club shall have the power to raise or lower transfer fees upon recommendation of the Finance Committee and by approval of a majority vote of the Board of Trustees. Transfer fees are non-refundable, subject to the Club Bylaws.
Section 4. Dues
The Club shall have the power to raise or lower dues upon recommendation of the Finance Committee and by approval of a majority vote of the Board of Trustees.
Section 5. Assessments
The Club shall have the power to charge assessments upon recommendation of the Finance Committee and by approval of a majority vote of the Board of Trustees.
Section 6. Payment and Non-Payment of Fees and Dues
Dues and fees are billed quarterly and shall be paid in advance. Payment is due by the first day of each quarter.
Accounts will be considered past due on the tenth day of the first month of the quarter and charged a $5.00 late fee. An additional $5.00 late fee will be charged for each month past due thereafter. Any Member whose account is past due may be suspended from the privileges of the Club, to include clubhouse, golfing and voting privileges, in accordance with Article III, Section 6B.
Article V Meetings
Section 1. Annual Meeting
The annual meeting of the membership shall be held at the Clubhouse at 6:30 PM on the second Tuesday of October of each year. Such date may, for any reason deemed sufficient, be changed by the Board of Trustees upon posting notice of such change upon the Club bulletin board at least ten (10) days prior to the regular date of such meeting. Twenty-five (25) Members qualified to vote shall constitute a quorum at any annual meeting.
Section 2. Special Membership Meetings
The Board of Trustees shall call a special meeting of the membership qualified to vote at any time when requested in writing by at least twenty-five (25) of such members and may call such a meeting upon its own motion. Notice of any special meeting shall be given by notifying the Members qualified to vote by written notice mailed to said Member at their last known address and deposited in the U.S. Post Office at least ten (10) days prior to the date of such meeting. Such notice shall state the purpose of the meeting and business conducted shall be confined to such specified purpose.
Section 3. Majority Ratification
Any contract, transaction or act of the Corporation or the Board of Trustees, or any Officers of the Corporation which shall be ratified by a majority of the stockholders present or voting at any annual meeting or any special meeting called for such purpose, shall insofar as permitted by law, be valid and binding as though ratified by every stockholder of the Corporation.
Article VI Management
Section 1. Board of Trustees
The management of the Club’s affairs shall be vested in a board of thirteen (13) Members, who shall be qualified to vote under these Bylaws and to consist of the President, Vice President, Treasurer, Secretary, Immediate Past President, President of the Women’s Association, President of the Men’s Association, and six (6) trustees, all of which shall be Members of the Board of Trustees. There shall not be more than one elected position per Voting Membership.
Section 2. General Manager
The Board of Trustees shall employ a General Manager for the care and management of the Club and its affairs. The General Manager shall be responsible to the Executive Committee and Board of Trustees.
Article VII Powers and Duties of Officers
Section 1. Officers
The elective officers of this Club shall consist of a President, a Vice President, a Secretary and a Treasurer.
Section 2. President
The President of the Club shall preside at all meetings of the Board of Trustees. He shall appoint all committees not otherwise provided for the Bylaws.
Section 3. Vice President
The Vice President shall act for and in behalf of the President when that Officer is absent.
Section 4. Secretary
The Secretary shall act for and in behalf of the President when both the President and Vice President are absent. The Secretary shall write the minutes of all meetings of the Club and of the Board of Trustees and shall maintain the same as permanent records. The minutes of each Board Meeting shall be posted on the Club bulletin board. The Secretary shall send out proper notice of all meetings. The Secretary shall be the custodian of the corporate seal.
Section 5. Treasurer
The Treasurer shall be the custodian of all Club funds and shall be responsible for collections, disbursements, safekeeping and accounting for such funds in accordance with standard practices. The Treasurer shall deposit all Club funds in such banking institution as may be approved by the Board of Trustees and keep these accounts as directed by the Board of Trustees. The Treasurer shall audit and be available for comment at Club meetings regarding all receipts and disbursements of Club funds.
Section 6. Club Finances
All checks over five hundred dollars ($500.00) shall be co-signed. The President, Treasurer, General Manager and one (1) additional Member of the Finance Committee shall have the authority to co-sign checks.
Section 7. Length and Term of Office
The term of office of the President, Vice President, Secretary and Treasurer shall be the period of two (2) years. The term of each Officer shall commence after the annual election.
Section 8. Vacancies
Any vacancies which occur during the course of a Officer’s term shall be filled by the Board of Trustees. The new Officer shall fill out the remainder of the original Officer’s term.
Article VIII Powers and Duties of Trustees
Section 1. Trustees
There shall be six (6) Trustees. The Trustees’ term of office shall be three (3) years. Their successors must have been appointed or elected before the new term starts.
Section 2. Powers and Duties of Trustees
The Board of Trustees shall have general charge of the business affairs of the Club; establish membership fees, initiation fees, transfer fees and dues for all members of the Club; suspend or expel members as provided in these Bylaws; fill vacancies in any elective office or position; recognition of Club Associations.
Section 3. Length and Term of Office
The term of each Trustee shall be the period of three (3) years with two (2) terms expiring each year. The term of each Trustee shall commence after the annual election.
Section 4. Vacancies
Any vacancies which occur during the course of a Trustee’s term shall be filled by the Board of Trustees. The new Trustee shall fill out the remainder of the original Trustee’s term.
Section 5. Meetings
The Board of Trustees shall hold regular meetings at such time and place as it may determine. The Board of Trustees may hold special meetings at the call of the President or three (3) Trustees. A notice of a Board of Trustee meeting shall be posted on the Club bulletin board at least three (3) days prior to such special meeting. Any committee shall meet with the Board of Trustees whenever the Board of Trustees requests.
Section 6. Quorum
Seven (7) members of the Board of Trustees shall constitute a quorum for the conducting of business.
Section 7. Annual Audit
The Board of Trustees shall, prior to each annual meeting, cause its books and accounts to be audited by the Finance Committee and a statement of the calendar year’s business with an audited report submitted to the membership at said meeting.
Article IX Removal of Officers and Trustees
Any Officer or Trustee who is absent from three (3) consecutive meetings, without a valid excuse acceptable to the Board of Trustees, may be expelled from their office by a majority vote of the Board of Trustees.
Any Officer or Trustee may be removed from office by a majority vote of the Members or by a vote of nine (9) or more Members of the Board of Trustees.
Article X Nominations and Elections for Office
Section 1. Nomination Procedur
At least by the date of the August Board Meeting of the Board of Trustees, the President, with the approval of the Board of Trustees, shall appoint a Nominating Committee of three (3) Members whose duty it shall be to nominate a slate of prospective candidates for office. At the September Board Meeting of the Board of Trustees, the Nominating Committee shall present the names of the nominees. The Board of Trustees shall approve and may add to the list of nominees. The slate shall be posted on the Club bulletin board at least ten (10) days prior to the annual Meeting of the Corporation in October.
Section 2. Election Procedure
Voting for all elective positions at the annual meeting of the Club shall be by ballot cast by mail or in person as the Board of Trustees may from time-to-time determine. Ballots shall be furnished by the Secretary, giving the names of all candidates nominated aforesaid. Write-in names may be placed on the ballot. The ballots shall be accepted until the annual meeting is called to order
If the election for any position ends in a tie, the winner will be selected by a coin toss. The President will conduct the coin toss. If the President is involved in the tie, any other officer not involved in the tie will conduct the coin toss.
Section 3. Eligibility
Only Members who are eligible to vote shall be eligible to hold any elective office or position in the Club.
Article XI Committees
Section 1. Standing Committees
There shall be eight (8) standing committees with chairpersons appointed by the President, unless otherwise specifically designated in these Bylaws, with the approval of the Board of Trustees. Committees are appointed following the annual meeting. The committees shall be the Green, Golf Activities, Finance, Membership, Social, Executive, Policy and Planning and House Committees.
Section 2. Special Committees
Each year the President may appoint special committees and designate the duties of said committees when deemed necessary to meet the changing needs of the Club. Appointments to such committees shall be made by the President with the approval of the Board of Trustees.
Section 3. Term and Qualifications
Members of all committees shall be appointed for a two (2) year term. Members of all committees shall be Voting Members of the Club. There shall not be more than one Committee Chairperson per Voting Membership; no Voting Member may serve as Committee Chairperson of more than one (1) committee; and no Voting Member may serve on more than two (2) committees.
Section 4. Committee Finances
No committee may incur expenses or in any way approve any action which will result in an expense to the Club except as has been set forth in a previous budget approved by the Board of Trustees or specifically approved by the Executive Committee.
Section 5. Committee Definition
A. Green Committee
The Green Committee shall consist of a Chairperson appointed by the President and as many members as may be necessary to effectively perform assigned functions as approved by the Board of Trustees. The Green Committee shall assist the Superintendent in the upkeep and maintenance of the golf course as well as the improvement thereon, and make recommendations for changes and improvements, but no permanent changes in the golf course shall be made without the consent and approval of the Board of Trustees. The Green Committee shall assist the Golf Professional in the rules and operation of the golf course.
The Green Committee shall assist the Superintendent and Golf Professional in the preparation of the Green annual budget and equipment replacement schedule for submission to the General Manager and Finance Committee.
B. Golf Activities Committee
The Golf Activities Committee shall consist of a Chairperson appointed by the President and as many members as may be necessary to effectively perform assigned functions as approved by the Board of Trustees. The Golf Activities Committee shall be responsible for creating policies and implementing plans for all golfing activities and tournaments in cooperation and coordination with the Golf Professional, General Manager and any other relevant committees.
The Golf Activities Committee shall assist the Golf Professional in the preparation of the Golf Activities annual budget for submission to the General Manager and Finance Committee.
C. Finance Committee
The Finance Committee shall consist of a Chairperson appointed by the President and as many members as may be necessary to effectively perform assigned functions as approved by the Board of Trustees. The Finance Committee shall have the responsibility to review and monitor the Club’s financial affairs and recommend any changes to the Board of Trustees that would improve the Club’s financial posture.
The Finance Committee shall assist in the preparation and review of the annual operating and capital budget with the assistance of the General Manager.
D. Membership Committee
The Membership Committee shall consist of a Chairperson appointed by the President and as many members as may be necessary to effectively perform assigned functions as approved by the Board of Trustees. The Membership Committee shall investigate the desirability and fitness of every applicant for membership and report its findings to the Board of Trustees, shall assist the Board of Trustees in formulating the rules for admittance to the Club and shall develop and recommend programs to the Board of Trustees that will enhance and maintain membership growth and will annually review and make recommendations to the Board of any changes in membership fees, initiation fees, transfer fees and membership dues.
The Membership Committee shall assist the Membership Coordinator in the preparation of the Membership and Marketing annual budget for submission to the General Manager and Finance Committee.
E. Social Committee
The Social Committee shall consist of a Chairperson appointed by the President and as many members as may be necessary to effectively perform assigned functions as approved by the Board of Trustees. The Social Committee shall be responsible for planning and implementing entertainment programs to encourage participation of all Club members and their families in the utilization of Club facilities in cooperation and coordination with the General Manager and other committees.
The Social Committee shall assist in the preparation of the Social annual budget for submission to the General Manager and Finance Committee.
F. Executive Committee
The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Past President and General Manager, with the President serving as Chairperson. Members of the Executive Committee shall carry out the orders of the Board of Trustees in the day to day operations of the corporation, maintenance of Club property and conduct of its business affairs, acting on behalf of the Board of Trustees between regular meetings of the Board of Trustees. Any such actions shall be subject to review and ratification by the Board of Trustees at its next regular meeting.
G. Policy and Planning Committee
The Policy and Planning Committee shall consist of the current Past President who shall be Chairperson, the General Manager and as many members as may be necessary to effectively perform assigned functions as approved by the Board of Trustees. The Policy and Planning Committee through its Chairperson shall advise the Board of Trustees as to Club Policy, traditions and Bylaws questions; shall consider any proposed amendments or revisions to the Bylaws which the Board of Trustees or others wish to present to the membership for approval and shall advise the Board of Trustees as to its recommendations regarding such proposed amendments or revisions; and shall prepare directions, goals, improvements, expansions, contractions and development of properties.
The Policy and Planning Committee shall be responsible for the development of a prescribed set of written policies and house rules for each area of operation; shall consider requested changes from others relative to these rules and make proper recommendations for the updating and changing of the policies and rules when necessary. Recommended changes to Club Policies shall be presented at the monthly meeting of the Board of Trustees and shall be approved by a majority vote of the Board.
The Policy and Planning Committee, augmented by additional Voting Members appointed by the President, shall prepare a long range plan for the Club, shall review the plan annually and prepare recommended revisions; and shall present the plan to the Board of Trustees for adoption.
H. House Committee
The House Committee shall consist of a Chairperson appointed by the President and as many members as may be necessary to effectively perform assigned functions as approved by the Board of Trustees. The House Committee shall develop recommendations for terms and conditions upon which members and guests may use the Club facilities. The House Committee shall develop recommendations for operation, maintenance and improvements to the Club’s buildings and coordinate any recommendations with other appropriate committees.
The House Committee shall assist in the preparation of the annual operating and capital budget for submission to the General Manager and Finance Committee.
Article XII Associations
Section 1. Authorization
The Board of Trustees shall have the authority to recognize, continue or set up auxiliary or subsidiary associations when a substantial number of the Club membership either participates in or requests setting up such an association, and the activities of the association further the objectives of the Club. Associations could include, but are not limited to, the Men’s Association and Women’s Association.
Section 2. Purpose
The purpose of the subsidiary organization shall be to promote and support some or all of the purposes and activities of the Gig Harbor Golf and Country Club and to assist Club membership and staff in these programs.
Section 3. Organization and Membership
The organization and membership of the association shall be defined in their own Bylaws, which shall not be in conflict with these Bylaws, and which shall be subject to approval by the Board of Trustees.
Section 4. Association Finances
No association may incur expenses or in any way approve any action which will result in an expense to the Club except as has been set forth in a previous budget approved by the Board of Trustees or specifically approved by the Executive Committee. All funds to be disbursed by each subsidiary organization shall be in accordance with the adopted operational or capital budget or approved amendments thereto.
Article XIII Amendments to Bylaws
Section 1. Majority Vote of Membership
These Bylaws may be amended by a majority vote of the members present at any annual meeting or special meeting called for that purpose. Proposed amendment(s) may be initiated by the Board of Trustees or by ten (10) members of the Club eligible to vote, who shall deliver such amendment(s) to the Secretary at least thirty (30) days before the Club meeting at which time they are to be considered. The Secretary shall post a copy of the proposed amendment(s) at least ten (10) days before the meeting at which the amendment(s) are to be acted upon.
Section 2. Two-Thirds Majority Vote of Board of Trustees
These Bylaws may be amended by a two-thirds majority vote of the Board of Trustees, provided that the Secretary shall post a copy of the proposed amendment(s) at least ten (10) days before the meeting at which the amendment(s) are to be acted on. The amendments are subject to the powers of the voting members, to repeal or amend the action of the Board of Trustees by a majority vote in the manner set forth in Section 1 of this Article.
Article XIV Distribution of Surplus Funds
Any surplus funds at the end of the fiscal year shall be used as the Board of Trustees may determine to be in the best interest of the Club provided that said funds shall not be distributed to members.
Article XV Gender
All references to either the masculine or feminine gender in this document are construed to be references to either gender, so as to make all references to males also references to females, and vice-versa.
Article XVI Dissolution
The stockholders and directors of the corporation may not adopt a plan of voluntary liquidation without an affirmative vote of two-thirds (2/3) of the stockholders owning shares of the corporation at a regular or special meeting of the corporation.
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