Adopted at the Annual Meeting in August 2007
NAME: The name of the Corporation shall be "Island Country Club, Inc."
SECTION 1: The corporation is organized for all purposes permitted under Title 13-B, M.R.S.A, including charitable, religious, educational, and scientific purposes, and including conducting and carrying on a non-profit club for the promotion of golf, tennis, and other healthful and beneficial games; to promote and increase social interaction among the residents of Stonington and Deer Isle, Maine, and the surrounding communities to further the cause of education and the fostering of proper spirit in the communities, said corporation thus also being social, literary and educational; to receive gifts and grants of money and property, real or personal, of every kind and to administer the same for the benefit of such purpose without regard to gender, race, creed, color, or national origin, at all times in accordance with the purposes set forth herein.
SECTION 2: This Corporation shall have no capital stock and shall be composed of members rather than stockholders.
SECTION 3: The private property of the members of the Corporation shall not be liable for its corporate debts, nor shall any individual member be liable under suit for dues or contributions.
SECTION 4: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered by its employees and to make payments and distributions in furtherance of the purposes set forth herein. None of the activities of the Corporation shall involve political issues, government functions, government officials or candidates for government office, except that the Corporation and its members and officers may publish, support, or oppose views relating to regulation of country clubs, social activities or taxation, insofar as such matters might affect the Corporation's function or finances. The Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from the Federal Income Tax under Section 501 (c) (7) of the Internal Revenue Code of 1954.
SECTION 5: In the event of dissolution, any remaining assets, after legal obligations, will be distributed to organizations qualifying under Section 501 (c) (7) of the Internal Revenue Code of 1954.
SECTION 1: Candidates for Active membership shall be at least eighteen years old and shall make application in writing. Such applications shall be filed with the Clubhouse Manager. Applications shall be accompanied by payment for the class of membership desired.
SECTION 2: Memberships shall be of three classes:
Active: sustaining, family, couples, individual or house, the definitions and amount of dues for each of which shall be as determined by the Executive Committee.
Junior: under eighteen years of age shall have privileges as prescribed by the Executive Committee, and shall have no voting power.Honorary: members shall pay no dues and shall have the same privileges as Active members, except they shall have no voting power.
SECTION 3: Honorary members may be elected by vote of the Board of Directors.
SECTION 4: Only active members shall be entitled to vote and to become members of the Board of Directors.
SECTION 5: Junior and Honorary members may serve on standing or special committees.
SECTION 6: If the conduct of any member shall be deemed by a majority vote of the Board of Directors to have endangered, or to be likely to endanger, the welfare, interests, or character of the Club, then such member shall, upon vote of the Directors, forfeit membership and any refund of dues.
SECTION 7: Any member wishing to resign shall address his resignation to the Secretary in writing. Resignations will be effective upon receipt thereof, but no refund of dues for the current year will be made except as approved by the President
SECTION 1: The annual meeting and election of directors and officers shall take place within the last fifteen days of August. The exact date shall be fixed by the Executive Committee. A notice of such meeting shall be emailed to all members who have supplied the Club with their email addresses and it shall be posted on the Club bulletin board at least two weeks before it is held.
SECTION 2: At the Annual Meeting the Officers and Committee Chairmen shall submit reports showing the state of the membership, club activities and finances, setting forth the transactions of the past year and giving an estimate of the needs and resources of the Club for the coming year.
SECTION 3: No member may designate a proxy. Only members present at the meeting may vote.
SECTION 4: A Board of Directors to consist of not less than fifteen Active members shall be chosen at this meeting by vote of the members after receipt of recommendations from the Nominating Committee.
SECTION 5: Special meetings of the Club may be called by a majority of the Board of Directors or at the request of ten members addressed to the Secretary. The call for such special meetings must state the subject to be considered, and the consideration of no other subjects shall be in order. The Secretary shall notify each Active member of each meeting and its subject at least two weeks before the date set by email and a notice posted on the Club bulletin board.
SECTION 6: One-eighth of the total Active membership present in person shall constitute a quorum for all meetings of the members. A quorum at any meeting of the Board of Directors shall be a simple majority of the Board.
SECTION 7: Following the adjournment of the members' annual meeting, the annual meeting of the Directors will be convened, to receive the report of the Nominating Committee concerning new officers, to elect officers for the new year, and to conduct such other business as the Directors wish to.
SECTION 1: At least four weeks before the Annual Meeting the President shall appoint a Chairman of the Nominating Committee, who shall in turn appoint at least four additional members, none of whom shall be a current officer of the Club. This committee shall select candidates for the Board of Directors and Officers of the Club and transmit its report to the Club Secretary seven days prior to the Annual Meeting. The Secretary shall immediately post the recommended slate of Officers and candidates for the Board of Directors in the Clubhouse five days before the Annual Meeting.
SECTION 2: Additional nominations for Directors may be made by Active members from the floor at the Annual Meeting.
SECTION 1: The control and management of the Club with respect to its basic policies and property are vested in the Board of Directors.
SECTION2: The Board of Directors shall meet at the call of the President, in the month of July, to review and approve the actions taken by the Officers and the Executive Committee since the last meeting of the Board, and to transact any other appropriate business.
SECTION 3: Meetings of the Board of Directors, other than as stipulated in Section 2 above, and its annual meeting, shall be held at the call of the President, or upon the request of five members of the Board, addressed to the President.
SECTION 4: The Board of Directors may, by a majority vote of their total membership, remove any officer or committee member for any reason it deems appropriate, after he or she shall have the opportunity of appearing in his or her own defense.
SECTION 1: The officers of the Club shall consist of a president, or two co-presidents, one or more vice presidents, a secretary/clerk and a treasurer. The President shall appoint the chairpersons of the standing committees as established in Article VIII, who shall serve as ex officio members of the Board of Directors, if not already so elected, and as members of the Executive Committee.
SECTION 2: The President shall be the chief executive officer of the Corporation and the Club. When available, he or she shall preside at all meetings of the membership, the Board of Directors and the Executive Committee. In the absence or inability of the President to perform his or her duties, the Executive Committee shall designate a Vice President or other officer to act for the President.
While the President is primarily responsible for hiring all full-time employees, the day-to-day management and supervision of house employees must be by the Clubhouse Manager employed for such purpose, and the supervision of the grounds employees by the Grounds Superintendent. Some club employees have frequent contact with committee chairmen. Accordingly, the President shall not hire any full-time employee without conferring with other persons who will be affected by that employment The Clubhouse Manager, the Grounds Superintendent, or the President may hire temporary or part-time employees.
Employment of an employee may be suspended, with or without pay, for good cause, by the President. Such employment may be terminated by resignation or by the President acting with majority approval of the Executive Committee (such approval may be obtained by polling the committee by phone). Depending on the circumstances, termination may be immediate or deferred as the Committee determines.
SECTION 3: The Secretary/Clerk shall make full and complete records of all meetings of the Club, the Board of Directors, and the Executive Committee. He or she shall give all members appropriate notice of all meetings and shall carry out such duties as are set forth in Title 13A Maine Revised Statutes Annotated Section 714.
SECTION 4: The Treasurer shall receive and be the custodian of all the monies and securities of the Club, and shall keep the Board of Directors fully advised on the matters connected therewith. He shall keep the securities and official club papers in a place of safe deposits, and the funds in special accounts in the name of the Club, in such banks or places of deposits as the Executive Committee may from time to time designate, and keep a set of books showing the disposition thereof. (His accounts shall be audited at the end of each fiscal year.) Under such regulations as the Board of Directors shall prescribe, he shall be responsible for the proper disbursement of the Club's funds in the settlement of all indebtedness, by contract or other action of the Club or Board of Directors, and all other bills, upon certification of their correctness by the proper officer or committee, he shall present bills for annual dues to all members, and perform such duties as the Club, the Bylaws, or the Board of Directors may assign him. His accounts shall be open at all times to the inspection of any director.
The Treasurer must work with the committee chairpersons, the Clubhouse Manager, and Grounds Superintendent to make sure that incoming and outgoing cash are properly accounted for, that bank accounts are kept property, that embezzlement and theft are avoided, and that proper insurance, fidelity bonds, and records are in place.
SECTION 5: Each officer shall serve for a maximum of two years, unless a two-thirds majority of the Directors shall vote a longer term for a particular officer, to serve the best interests of the Club.
SECTION 1: The Executive Committee shall consist of the officers of the Club, the chairpersons of all standing committees, the immediate past presidents of the Club for two years following their terms as President, and such other members as may be appointed by the President. The Executive Committee shall have all the powers of the Board of Directors between meetings of the Board. A quorum to conduct business shall consist of a majority of the members.
SECTION 2: The Executive Committee, working with the President and subject to the policies established by the Directors, shall be responsible for managing all the regular operations of the Club.
SECTION 3: The Executive Committee shall establish standing committees to oversee various functions of the Club (under the guidance of the officers and the Executive Committee), including Finance, Grounds, House, Men's Golf, Ladies' Golf, Tennis, Building, Membership, and others to be determined when needed.
SECTION 4: Each Committee shall consist of a chairman and as many members as the chairperson and the Executive Committee determine is appropriate.
SECTION 5: The terms of the chairpersons shall be limited to two years, unless the Executive Committee votes by a two-thirds majority to extend a term.
SECTION 1: Suggested amendments to the Bylaws, posted in the Clubhouse for seven days prior to the Annual or any special meeting of the members of the Club, may be considered at such a meeting. Amendments to the Bylaws shall take effect immediately upon adopting by a majority vote of those members present and voting.
SECTION 1: These Bylaws supersede any previous Bylaws and/or Constitution.
SECTION 2: Wherever these Bylaws use a masculine pronoun to describe a person, the feminine pronoun is also implied.
SECTION 3: If any section of these Bylaws is declared void or unlawful by any court or government agency, such event shall not affect the validity of other sections.