By Laws - Blue Lake Golf Club, Inc. |
| The Blue Lake Golf Club, Inc., a non-profit corporation chartered in the State of Texas under Articles of Incorporation duly filed, shall operate and function in accord with these By-Laws the aforesaid Articles, as amended in 1973, 1976, 1979, 1980, 1983, 1985, 1986, and 1990. |
| ARTICLE I: Purpose | |
| A. | The purpose of this corporation is to operate, improve and maintain the golf course located in Blue lake Subdivision, Llano County, Texas; to conduct various recreational and athletic activities associated with such facilities and with such golf course operation; and to do all things appropriate in connection with the golf course to benefit the property owners and residents of the subdivision and environs. |
| B. | The corporation may undertake other activities not specifically related to the golf course but which meet general purposes of the corporation and which benefit the property values. |
| C. | The general purposes of the corporation are civic, recreational and athletic. |
| ARTICLE II: Membership | |||||||
| A. | The membership of this corporation shall be open to property owners in Blue Lake Estates and Deerhaven, and others subject to approval by the Membership Committee. | ||||||
| B. | Membership shall run from year to year contingent upon full payment of the annual dues by semiannual or annual basis. | ||||||
| C. | Three (3) classes of membership are established as
follows:
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| ARTICLE III: Meetings of the Membership | |||
| A. | There shall be an Annual Meeting of the membership between January 1st and 31st of each year beginning with the year 1970 at a time and place to be designated by the Board of Directors. | ||
| B. | A Special Meeting of the membership may be called by the Chairman of the Board, and/or the President of the Corporation, the Board of Directors, or by any group of members holding not less than 10% of the votes entitled to be cast at each meeting. | ||
| C. | Notice of any meeting of the membership, whether a regular meeting or a special meeting, shall be written or printed and shall state the place, day and hour of the meeting, whether it is a regular or special meeting and if the latter, the reason for which the meeting is called. The notice shall be delivered or mailed at least ten (10) days prior to the meeting, but not more than thirty (30) days prior to such meeting. | ||
| D. | The cost of notice and conduct of special meetings called by an aggregation of the membership other than the Board of Directors shall be borne by the members petitioning for such meeting. Further, the notice shall not be delivered unless the petition is in writing and until the funds to cover the estimated costs of such proceedings have been deposited by petitioners with the Board of Directors, the President, or the Treasurer. | ||
| E. | At any meeting of the membership, members holding
twenty-five percent (25%) of the votes entitled to be cast, represented in person or by
proxy, shall constitute a quorum. The vote of a majority of the votes entitled to be cast
by the members present or represented by proxy, at a meeting at which a quorum is present
or represented by proxy, shall be the act of the members meeting and shall bind the
Corporation to the determination, subject to the Articles of Incorporation and to the law.
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| F. | At any meeting of the membership, the presence of each member and the existence of any proxy authorization shall be filed with the Secretary or Corporate Officer recording events. | ||
| ARTICLE IV: The Board of Directors | |||||||||||||||||
| A. | The Corporation shall be managed by a Board of Directors
consisting of seven (7) members duly elected to such Board.
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| B. | At the annual meeting of the membership in 1971, and on every odd numbered year thereafter, three Directors shall be elected to the Board to succeed three of those Directors named in the Articles of Incorporation. Similarly, at the annual meeting of 1972 and on each even numbered year thereafter, four additional Directors shall be elected to the Board to succeed the other four Directors. | ||||||||||||||||
| C. | Directors elected by the membership shall serve two years or until replaced by an elected successor. The Directors named in the Articles of Incorporation shall serve until replaced by an elected successor in 1971, 1972, or subsequent years. | ||||||||||||||||
| D. | At the first meeting of the Board, the Directors named in the Articles of Incorporation shall determine by lot which three shall be subject to reelection or succession in 1971. | ||||||||||||||||
| E. | No person shall be a Director of the Corporation unless he
is a bonafide member who has paid his dues for the current year as provided in Article II,
C.
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| F. | If any Director shall cease to be a qualified member, he shall cease automatically to be a Director. | ||||||||||||||||
| G. | Any vacancies occurring on the Board of Directors, prior
to the expiration of the term shall be filled by a majority vote of the remaining
Directors.
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| H. | The Board of Directors shall meet regularly on a quarterly basis. | ||||||||||||||||
| I. | Special meetings of the Board of Directors may be called by the President, by the Chairman of the Board, or on a writing signed by three or more Directors. | ||||||||||||||||
| J. | At any special meeting, only the business set forth in the notice shall be transacted unless all Directors present agree unanimously to the transaction of other business. | ||||||||||||||||
| K. | At the first regular meeting, the Board of Directors shall select one of their members to serve as Chairman and to preside over the meetings of the Board. His term shall run for one year, the Chairman for the succeeding year being elected each year at the first meeting following the Annual Membership meeting. | ||||||||||||||||
| L. | The Board of Directors, as representative of the members
of the Corporation, shall establish the policies, criteria and limitations with which the
Officers of the Corporation shall administer the corporate affairs. Pursuant to these
general duties, the Board of Directors shall be responsible for the specific
accomplishment of the following duties, among others:
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| M. | Every act or decision by a majority of the Directors present, unless specifically provided otherwise in these By-Laws, at a meeting held at which a quorum is present, shall be regarded as the act of the Board of Directors, and as such shall bind the Corporation. In the absence of a quorum, a majority of the directors present may adjourn the meeting to a later date, and from time to time if necessary, until the next regular meeting of the Board of Directors. | ||||||||||||||||
| N. | A majority of the Directors (4) shall constitute a quorum
for the transaction of any and all business of the Corporation.
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| O. | The office of Director shall be non-compensatory, but the Board may authorize the reimbursement of actual expenses incurred by any Director under instruction from the majority. | ||||||||||||||||
| ARTICLE V: The Officers | |
| A. | The officers of the Corporation shall be president, one or more vice presidents, a secretary, a treasurer, and/or comptroller. The office of the President, and Treasurer or Secretary shall not be held by the same person. |
| B. | The officers shall be elected for two-year terms by the Board of Directors at the first meeting following the Annual Meeting, the first selection being made at the meeting of February, 1970. Election of the offices shall be by vote of a majority of the Board of Directors, i. e., at least four Directors. |
| C. | No person shall serve as an officer unless he shall be a bonafide member of the Corporation for the current year, as defined in Article II, C. Should an Officer become disqualified or disabled to serve during the term, the appointment of such Officer shall immediately terminate and the Board of Directors shall elect another to fill the unexpired term. |
| D. | Any officer may be removed form office with or without cause by a two thirds majority vote of the Directors at any regular meeting or any special meeting called for that purpose, provided that a quorum of the Board of Directors is present , i. e., at least four Directors. |
| E. | No officer of the Corporation shall be compensated for his services as such. Actual expenses incurred by an officer or agent of the Corporation at the direction of the Board of Directors may be reimbursed. |
| ARTICLE VI: The President | |||
| A. | The President shall preside over all meetings of the
membership and of the officers.
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| B. | He shall execute on behalf of the Corporation and be responsible for the proper operation thereof, subject to the limitations and restrictions of budget, policy, and criteria established by the Board of Directors. | ||
| ARTICLE VIII: The Vice President | |
| A. | The First Vice President, in the absence or inability of the President to serve, shall preside at all meetings of the membership and the officers. |
| B. | In the absence or inability of the President to serve, the Vice President shall have all the power and authority, and perform all the duties conferred by the By-Laws or by the Board of Directors or as may be delegated by the President with the approval of the Board of Directors. |
| C. | He shall perform all such other duties and have all such other authority as may be prescribed and authorized by the Board of Directors or as may be delegated by the President with the approval of the Board of Directors. |
| D. | In the absence of the First Vice President, the Second Vice President will succeed to the rights and duties of the former officer. |
| ARTICLE VIII: The Secretary | |
| A. | The Secretary shall keep a record of all meetings and proceedings of the Board of Directors and the membership. |
| B. | He shall prepare and deliver or mail notices of meetings of the Board of Directors and of the membership. |
| C. | He shall keep appropriate records showing the membership of the Corporation, together with their addresses as furnished him by such members. |
| D. | He shall perform all such other duties and have all such other authority as may be prescribed by the Board of Directors or as provided in these By-Laws. |
| ARTICLE IX: The Treasurer | |
| A. | The Treasurer shall keep and maintain, and provide for, full and complete records of all matters with respect to the financial affairs of the Corporation. Such records shall at all times show the dues paid by the members and their class of membership. These records shall also disclose disbursements, which shall be supported and substantiated by proper vouchers and other appropriate evidence. |
| B. | He shall deposit, or cause to be deposited, all money received by the Corporation in the bank prescribed by the Board of Directors. He shall withdraw all such funds from the bank pursuant to proper resolution of the Board of Directors only. The Treasurer shall make such deposits and disbursals as he may be directed to do by the President or by the Board of Directors. |
| C. | He shall perform such other duties and have such other authority as may be prescribed by the Board of Directors or as provided in the By-Laws. |
| ARTICLE X: The Comptroller | |
| A. | The Comptroller will serve as Chairman of the Budget and Finance Committee. |
| B. | He shall prepare for the approval of the Board of Directors the annual operating budget of the Corporation. |
| C. | He shall perform audits, as directed or deemed necessary, of individual Corporation accounts. |
| D. | He shall maintain, in conjunction with the Treasurer, complete financial records of all monies received and expended. |
| ARTICLE XI: Committees | |||||
| A. | The President shall appoint Committee Chairmen to assist in the operation of the Corporation. Each Committee Chairman may designate additional committee members as deemed necessary. | ||||
| B. | The President may appoint special committees as necessary,
prescribing their powers and duties.
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| ARTICLE XII: Suspension and Expulsion | |
| A. | The Board of Directors shall have power by vote of two thirds (2/3) of the members thereof present (a) to suspend or expel any member for nonpayment of dues or other indebtedness due by him to the Club and (b) to reprimand, suspend or expel any member guilty of any violation of the By-Laws or house rules of the Club, or for other good and sufficient case; or for any offense against the interest of good government of the Club. |
| B. | Before any member shall be reprimanded, suspended, or expelled for other than nonpayment of dues, he shall be given notice 10 days prior to the meeting of the Board of Directors at which the charges against him are to be considered. Such notice shall specifically enumerate the charges against him, plus the time and place of the meeting at which such charges are to be considered. Notice will be deemed given when addressed to the member's last known address, postage paid and deposited in the U. S. Mail. Any member against whom charges are brought shall have the opportunity to be head at any meeting when charges against him are to be considered. |
To contact the Blue Lake Golf and Tennis Club call (830) 598-5524 or email the office at info@bluelaketx.org |
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