Bennett Valley Golf Club Bylaws
A NOT-FOR PROFIT CORPORATION (as amended December 07, 2019)
ARTICLE 1 ORGANIZATION
1.1 The name of the organization, which is a nonprofit corporation organized under the Nonprofit Corporation Act of the State of California, shall be Bennett Valley Golf Club (the “Club”).
1.2 The Club may at
its pleasure by a simple majority vote of the membership body change its name.
ARTICLE 2 PURPOSES
2.1 The following are the purposes for which this Club has been formed:
2.1.1 Exclusively as a social club organized and operated for the pleasure and recreation of its members within the meaning of Section 501(c)(7) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United State internal revenue law.
2.1.2 To exercise such of the rights, powers, duties and authority of a non-profit corporation organized under the Nonprofit Corporation Act of the State of California which are consistent with the preceding paragraph.
2.1.3 The Club shall not engage in the business of making its social and recreational facilities available to the general public. Further, the Club shall not make any solicitation of the general public to utilize club facilities.
2.1.4 Specific Purposes. The specific purpose of the Club include, without limitation, the following:
126.96.36.199 To foster and promote the game of golf in the Santa Rosa, California area and to conserve the true spirit of the game embodied in its ancient and honorable traditions.
188.8.131.52 To provide a competitive opportunity for its members by sponsoring and conducting golf tournaments on a regular basis.
184.108.40.206 To maintain a high standard of sportsmanship among members and to ensure that the rules of golf are complied with in all events.
220.127.116.11 To promote and foster among its members a sense of community and friendship.
18.104.22.168 To encourage conformance to the USGA Rules of Golf by creating a representative authority.
22.214.171.124 To maintain a uniform system of handicapping as set forth in the USGA Handicap System and issue USGA Handicap Indexes to the members.
provide an authoritative body to govern and conduct Club competitions.
ARTICLE 3 MEMBERSHIP
3.1 Membership in the Club shall be open to any interested party without restriction, as long as the interested party is at least 18 years of age. There shall be at least  members with a maximum membership of .
3.2 The general intent is to encourage membership from the population of golfers that regularly play Bennett Valley Golf Course as their home course but members are welcome regardless of where they regularly play.
3.3 Membership in the Club is not exclusive. Members of the Club can hold concurrent membership in other golf clubs without restriction.
3.4 Memberships in the Club are individual and non-transferable.
3.5 Only golfers with a reasonable and regular opportunity to play golf with fellow members and who can personally return scores for posting may be members and receive a USGA Handicap Index from the Club.
3.6 Membership confers no voice or special privileges in the operation of any golf courses, clubhouses nor any facilities of the courses.
3.7 Memberships in the Club are for a calendar year only, with all memberships expiring on December 31st.
3.8 Application for Membership
3.8.1 All applications for membership will be in the form prescribed by the Board of Directors and will be signed by the applicant.
3.8.2 After receiving the required materials, a determination will be made whether the applicant has satisfied the relevant conditions of membership. The determination of whether an applicant is approved for membership shall be made by the Board of Directors of the Club. If approved for membership, the Club will invite the applicant to become a member. If the application is not acted upon favorably, the applicant’s payment will be returned without any interest thereon. The Board of Directors, either directly or through the Membership Committee, will undertake the necessary investigation and appraisal of an applicant. This may include an interview with the applicant at the sole discretion of the Board of Directors. Three (3) dissenting votes of members of the Board of Directors shall constitute disapproval. The Club is under no obligation to give any reason for denying an application.
3.9 Upon acceptance and invitation for membership in the Club, members of the Club agree to be bound by the terms and conditions of these Bylaws and the Club, as amended from time to time.
3.10 The Board of Directors may confer honorary memberships upon those whom they feel have contributed to the advancement of golf. The unanimous affirmative vote of the Board shall be required to approve such action.
3.11 Fees and Dues
3.11.1 All membership fees and dues shall be established by the Board of Directors from time to time in such amounts as they deem to be adequate to operate and maintain the Club.
3.11.2 Members shall be liable for dues until their written resignation has been received and accepted or upon termination of membership by the Club.
3.11.3 Each member of the Club shall pay annual dues. Annual dues are due and payable on the 31st day of December and will be deemed delinquent if not received by January 1st of each year.
3.11.4 Members who are
indebted to the club may be suspended in writing by the Secretary and may be
reinstated after payment of such indebtedness and acceptance by the Board of
ARTICLE 4 DISCIPLINE
4.1 Any member or any family member or guest of such member whose conduct shall be deemed by the Board of Directors to be improper or likely to endanger the welfare, safety, harmony or good reputation of the Club or its members, may be suspended, resign at the request of the board or expelled from the Club by action of the Board of Directors. The Board of Directors shall be the sole judge of what constitutes improper conduct or conduct likely to endanger the welfare, safety, harmony or good reputation of the Club or its members.
4.2 In cases of misconduct, a majority vote of the Board of Directors shall first be necessary to sustain the misconduct charges.
4.3 A member shall be notified of any proposed disciplinary action and shall be given an opportunity to be heard by the Board of Directors to show cause why such member should not be disciplined in accordance with this Article. If the member desires to be heard, the member must provide a written request for a hearing to the Board of Directors within thirty (30) days of the date of the Club’s notice to the member of the proposed action. Upon the Board’s receipt of the written request for a hearing, the Board of Directors shall set a time and date not less than ten (10) days thereafter for such hearing. While such complaint is being considered by the Board of Directors, the member shall enjoy all privileges of the Club to which the member was entitled prior to such complaint, at the discretion of the Club.
4.4 The type of disciplinary action to be imposed must then be separately voted by the majority of the entire Board of Directors.
4.5 Types of Disciplinary Action:
4.5.1 Suspension. Board of Directors may suspend a member from some or all of the privileges of the Club for a period of up to one (l) year. Dues and other obligations shall accrue during such suspension and must be paid in full when due.
4.5.2 Resignation – Request by Board. The Board of Directors may, by a two- thirds (2/3) vote of the directors present, request the resignation of any member of the Club for cause deemed sufficient by the Board of Directors.
4.5.3 Expulsion. A
member may be expelled by the Club if, by two-thirds (2/3) vote, the Board of
Directors determines that the member’s conduct was improper or likely to
endanger the welfare, safety, harmony or good reputation of the Club or its
members. Any member of the Club who has been expelled shall not again be eligible
for membership nor admitted to the Club’s property under any circumstances as
determined by the Club in its sole discretion. A member who has been expelled
from the Club may forfeit his or her membership in the Club and in the sole
discretion of the Board of Directors, may not be entitled to the return of any
membership contribution or other dues and fees previously paid to the Club. An
expelled member shall be notified by registered mail and shall have the
obligation to surrender such member’s membership.
ARTICLE 5 MEETINGS OF MEMBERS
5.1 Annual Meeting: The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.
5.2 Special Meetings: Special meetings may be called by the Chair or a simple majority of the Board of Directors. A petition signed by ten percent of the voting members may call a special meeting.
5.3 Monthly Meeting: The monthly meeting of the members shall be the first Saturday of each month.
5.4 Notice of each meeting shall be given to each voting member, by mail or email, not less than ten (10) days before the meeting.
5.5 A legal quorum
at any meeting shall be fifty percent (50%) of the members present in person.
Each active member in good standing shall be entitled to one vote.
ARTICLE 6 BOARD OF DIRECTORS
6.1 The business of this Club shall be managed by a Board of Directors consisting of up to twelve (12), and no fewer than eight (8), members, including the officers of this Club.
6.2 The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this Club and shall serve for a term of two (2) years. There shall be no restriction on the number of consecutive terms to which a director may serve.
6.3 The Board of Directors shall have the control and management of the affairs and business of this Club. Such Board of Directors shall only act in the name of the Club when it shall be regularly convened by its chair after due notice to all the directors of such meeting.
6.4 Each director shall have one vote and such voting may not be done by proxy. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.
6.5 The President of the Club by virtue of his office shall Chair the Board of Directors.
6.6 A director may be removed when sufficient cause exits for such removal. The Board of Directors may entertain charges against any director. A director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the Club. The vote required for removal of a director is a majority of the votes entitled to be cast by all of the members of the Club.
6.7 In the case of any vacancy through death, resignation, disqualification or other cause, the remaining directors, even though less than a quorum, may elect a successor by majority vote to hold office for the unexpired term of the director whose place shall be vacant, and until the election of his successor.
ARTICLE 7 OFFICERS
7.1 The Board of Directors at each annual meeting shall elect, to serve for the term of one (1) year and until their successors will be elected the officers of the Club. The officers of the Club shall be as follows: President, Vice President, Secretary and Treasurer.
7.2 No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the Club for duties other than as a director or officer.
7.3 Any officer may be removed from office, with or without cause, by a majority vote of the Board of Directors.
7.4.1 The President shall preside at all membership meetings. The President shall by virtue of the office be Chair of the Board of Directors and shall preside at all Board of Directors meetings.
7.4.2 The President shall present at each annual meeting of the Club an annual report of the work of the Club.
7.4.3 The President shall see all books, reports and certificates and tax returns required by law are properly kept or filed.
7.4.4 The President shall be an authorized signer of all checks or drafts of the Club.
7.4.5 The President shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
7.4.6 The President shall only vote when it is necessary to break a tie.
7.5 Vice President
7.5.1 The Vice President shall in the event of the absence or inability of the President become acting President of the Club with all the rights, privileges and powers as if he had been the duly elected president.
7.6.1 The Secretary shall keep the minutes and records of the Club in appropriate books.
7.6.2 It shall be the Secretary’s duty to file any certificate required by any statute federal or state.
7.6.3 The Secretary shall give and serve all notices to members of this Club.
7.6.4 The Secretary shall be the official custodian of the records of this Club.
7.6.5 The Secretary shall be an authorized signor of all checks and drafts of the Club.
7.6.6 The Secretary shall present to the membership at any meetings any communication addressed to the Secretary of the Club.
7.6.7 The Secretary shall attend to all correspondence of the Club and shall exercise all duties incident to the office of Secretary.
7.7.1 The Treasurer shall have the care and custody of all monies belonging to the Club and shall be solely responsible for such monies or securities of the Club. The Treasurer shall cause to be deposited in a regular business bank or trust company a sum reserved for the normal working capital of the Club. The balance of the funds of the Club shall be deposited in a savings bank.
7.7.2 The Board of Directors shall direct these funds to be invested in such investments as shall be reasonable and prudent for a non-profit corporation in California.
7.7.3 The Treasurer shall not be an authorized signer of all checks and drafts. Checks and drafts must be signed by two (2) standing and approved board members that are not holding the office of Treasurer.
7.7.4 The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of the Club and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
7.7.5 The Treasurer
shall exercise all duties incident to the office of Treasurer. Disbursement
from the funds of the Club shall require the signature of two approved board
ARTICLE 8 STANDING COMMITTEES
8.1 The Chair of the Standing Committees of this Club shall be Chair for the Tournament Committee, Handicap Committee, Publicity Committee, Membership Committee, Technology Committee and NCGA Liaison.
8.2 The Board of Directors shall authorize and define the powers and duties of all committees. Chair and members of all committees shall be appointed by the President.
8.3 Tournament Committee. The Tournament Chair shall arrange all tournaments and club matches and shall have charge of all events of like character. The Tournament Chair shall manage the overall event, including but not limited to, determining flights and tee times, arranging for trophies and prizes and awarding the same.
8.4 Handicap Committee
8.4.1 The Handicap Committee is composed primarily of members with the responsibility to establish a fair and proper system of handicaps in accordance with the procedures set forth in the USGA Handicap System Manual.
8.4.2 The Handicap Chair shall see that all members maintain a valid handicap as governed by the Northern California Golf association.
8.4.3 The Handicap Chair shall be responsible for resolving any handicap disputes or related issues that are brought to his attention.
8.4.4 The Handicap Chair shall see that appropriate disciplinary action is brought against any member whose handicap has been determined to give them an unfair advantage in tournament competition.
8.5 Publicity Committee. The Publicity Committee shall have the responsibility of sending out a regular club bulletin to members notifying them of any upcoming events, club business and club news.
8.6 Membership Committee
8.6.1 The Membership Committee shall investigate and act upon all applications for membership and to recommend appropriate action to the Board of Directors.
8.6.2 The Membership Chair shall maintain an official Club roster in order to identify members in good standing of the Club.
8.6.3 The Membership Chair shall send out by mail or email an annual membership renewal notice to all existing members along with an invoice indicating the membership renewal fee.
8.6.4 The Membership Chair shall receive payments from members for membership renewals and new memberships. The money received shall be turned over to the Treasurer for deposit along with an accounting of the membership funds.
8.6.5 The Membership Chair shall receive tournament entry forms along with tournament entry fees. The tournament fees shall be turned over to the Treasurer along with an accounting of the tournament fees.
Committee. The Technology Committee shall have the responsibility of organizing
and maintaining all software and hardware utilized by the Club. Such duties
include, but are not limited to, cybersecurity, website administration,
electronic payments, software tools, integrating process with member and
tournament management software and training.
ARTICLE 9 LIABILITY OF DIRECTORS AND OFFICERS
9.1 No director or officer
of the Club shall be personally liable to its creditors or for any indebtedness
or liability and any and all creditors shall look only to the Club's assets for
payment. Further, neither any officer, the Board nor any of its individual
members shall be liable for the acts, neglects or defaults of an employee,
agent or representative selected with reasonable care, nor for anything the
same may do or refrain from doing in good faith.
ARTICLE 10 INDEMNIFICATION
10.1 The Club shall indemnify any director, officer, employee, or other agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she either is or was a director, officer, employee or other agent of the Club or that by virtue of having been such a director, officer, employee, or other agent, he or she is or was serving at the request of the Club. Such indemnity shall extend to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit provided that such indemnity shall only apply as long as the director, officer, employee, or other agent was and is acting in good faith in what he or she reasonably believed and/or believes to be the best interest of the Club.
10.2 If there is any change of the California statutory provisions applicable to the Club relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits the Club to provide broader indemnification rights than the provisions permitted the Club to provide before the change. Subject to the next Section, the Board of Directors is authorized to amend these bylaws to conform to any such changed statutory provisions.
10.3 No amendment or repeal of this Article shall apply to or have any effect on any director, officer, employee, or agent of the or with respect to any acts or omissions of the director, officer, employee, or agent occurring before the amendment or repeal.
10.4 The rights to
indemnification set forth in this Article are expressly conditioned upon such
rights not violating the Club's status as a tax-exempt organization described
in §501(c)(7) of the Internal Revenue Code of 1986, as amended.
ARTICLE 11 DISPUTE RESOLUTION
11.1 Each and every
dispute, claim or other matter of disagreement concerning the rights,
obligations or remedies among the Club, its officers, directors, affiliates and
any Club member or applicant for membership relating to or arising out of the
Bylaws or any transaction contemplated by the Bylaws, but not involving a
disciplinary matter, or non- payment or a personal injury claim against the
Club, shall only be decided by mediation, and if necessary, arbitration. The
dispute resolution procedure described herein shall be the sole remedy
available to the parties involved; provided, however, that the Club shall have
the right to collect, through a court proceeding, any Club account or other
amount owing as a result of loss or destruction of the Club’s property or
injury caused to any party by a Club member.
ARTICLE 12 PROHIBITED ACTIVITIES
12.1 Actions Jeopardizing Tax Status. This Club shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under Section 501(c)(7) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law.
12.2 Private Inurement. No part of the net income or net assets of the Club shall inure to the benefit of, or be distributable to, its directors, officers, or members. Specifically, Club revenue generated from nonmembers shall not be used to the personal advantage of the members (such as in reduced dues, improved facilities, and the like). However, the Club is authorized to pay reasonable compensation to employees for services actually rendered and to make payments and distributions of prize money within the limitations allowed in keeping with its tax exempt purposes.
12.3 Non-Discrimination. In the conduct of all aspects of its activities, the Club shall not discriminate on the grounds of race, color, national origin or religion.
12.4 Litigation. The
Club shall not be a voluntary party in any litigation without the prior written
approval of the Board of Directors.
ARTICLE 13 MISCELLANEOUS
13.1 On all questions as to the construction or interpretation of the Bylaws, the decision of the Board of Directors will be final.
13.2 The fiscal year for the Club will be January 1st through December 31st.
13.3 The Board of Directors shall have the power to repeal or amend any of its Articles of Incorporation or Bylaws provided that such action shall not be effective until approved by a majority vote of the Board of Directors of the Club at a meeting held in accordance with the provisions contained herein.
13.4 In the event of a conflict between the terms of these Bylaws and the Articles of Incorporation, the latter will prevail. In the event of a conflict or inconsistency between these Bylaws, the terms of these Bylaws will prevail and control.
13.5 In the event of dissolution or final liquidation of the Club, all of the property and assets of the Club, after payment of its debts, will be distributed, as permitted by California law or a court having jurisdiction, among the holders of the membership of the Club.