By-Laws
Of
Amery Golf Club Inc.
(Adopted 3/16/2004)
Article I: Directors and Officers
Section 1:
The principal office of Amery Golf Club Inc. (hereinafter “Club”) is located in the city of
Amery, Polk County, Wisconsin. The Club will continuously maintain a registered agent in the City of
Amery, Polk County, Wisconsin.
Section 2:
The rules contained in the current edition of Roberts Rules of Order shall govern Board of
Directors and member meetings of the “Club” in all cases to which they are applicable and in which they
are not inconsistent with these bylaws and any special rules of order the “Club” may adopt.
Section 3:
The management of the business and affairs of the Club is in the hands of the Board of Directors,
including the responsibility to negotiate and contract with club management upon such terms and
conditions as it deems appropriate and to develop, publicize and keep updated Club policies and
procedures.
Section: 4
The Board of Directors will be composed of nine (9) members a majority (5) of which must
reside in the Amery School District. One (1) of the Directors will be appointed by the Mayor and
Common Council of the City of Amery to serve for an unspecified term at the pleasure of the Mayor and
Common Council. The remaining eight (8) Directors will be elected by the Club membership and must
include at least one male and one female.
Section 5:
Terms: Directors elected by the membership will serve three (3) year terms. Said terms will be
staggered to assure continuity on the Board of Directors.
Section 6:
Nominations: A Nominating Committee consisting of at least three (3) Club members who are
not Directors will be appointed by the President and announced to the Club at least ninety (90) days
before the annual meeting at which Directors are to be elected. Said Nominating Committee has the
duty of nominating from the members of the Club one or more names to be voted on for each vacancy
which needs to be filled on the Board of Directors. The Nominating Committee will file a list of their
recommended nominees with the President at least thirty (30) days prior to the annual meeting.
Additional nominations may be made by any member from the floor or by filing the name of the
nominee with the President at or prior to the annual meeting.
Section 7:
Elections: Once nominations are closed, if there are more nominees than there are positions to
be filled, the elections will proceed as follows: Each voting member may vote for a number of the
nominees not exceeding the number of positions to be filled. The top vote getter in the balloting is
elected. If more positions remain to be filled, each voting member may again vote for a number of the
nominees not exceeding the number of positions remaining to be filled. The top vote getter in the
second round of balloting will fill the next position. If there is still a position to be filled, voting
members may vote for one of the remaining nominees and the top vote getter will fill the remaining
position. Directors are elected by a plurality and a majority vote is not needed for election. Newly
elected Director(s) will assume their position(s) at the close of the meeting.
Section 8:
Board Organization: At the first regular meeting of the Board of Directors after the election of
Directors, the Board will elect a President, Vice-President, Secretary and Treasurer from among the
Directors. Two offices may be held by one Director provided that the same Director does not serve as
President and Secretary simultaneously. Said officers shall serve for a term of one (1) year or until their
successor in said office is duly elected and qualified.
Section 9:
The Board of Directors will provide by resolution the time and place for the holding of additional
regular meetings of the Board without other notice than such resolution. Special meetings of the Board
of Directors may be called by or at the request of the President or any two directors. The person or
persons authorized to call special meetings of the Board may fix any place within the School District of
Amery as the place for holding any special meeting of the Board called by them.
Section 10:
Notice: Notice of any special meeting of the Board of Directors will be given at least two (2)
days in advance in writing and delivered personally or sent by mail to each director at his address as
shown by the records of the Club. Any director may waive notice of any meeting.
Section 11:
President: The President will be the principal executive officer of the Club and will in general
supervise and control all of the business and affairs of the Club. He/She will preside at all meetings of
the members and of the Board of Directors. The President may sign, with the secretary or any other
proper officer of the Club authorized by the Board of Directors, any deeds, mortgages, bonds, contracts,
or other instruments which the Board of Directors have authorized to be executed, except in cases where
signing and execution is expressly delegated by the Board of Directors, by these by-laws or by statute to
some other officer or agent of the Club; and in general the President will perform all duties incidental to
the office of President and such other duties as may be prescribed by the Board of Directors.
Section 12:
Quorum: A majority (5) of the Board of Directors will constitute a quorum for the transaction of
business at any meeting of the Board.
Section 13:
Manner of Action: The act of the majority of Directors present at a meeting at which a quorum
is present is the act of the Board Directors, unless the act of a greater number is required by law or by
these by-laws.
Section 14:
Vacancies: Any vacancies occurring in the Board of Directors between annual meetings will be
filled by the Board of Directors. A director elected to fill a vacancy is elected for the un-expired term of
his/her predecessor in officer.
Section 15:
Compensation: Directors as such will not receive any salaries for their services; but nothing
Herein contained precludes any director from serving the Club in any other capacity and receiving
compensation for that service.
Article II
Members
Section 1:
Types of Members: The Club will have two types of members, voting and non-voting.
a. Voting members: The voting members are those adults who have purchased family, couple or
single membership certificates and who are current in such annual dues as are hereafter set by the Club.
Each of said members shall be entitled to one vote on each matter submitted to a vote of the members at
the annual meetings or any special membership meetings of the Club.
b. Non-voting members: Non-voting members are dependents included in family memberships,
those purchasing student memberships and those granted the status of “inactive member” or “honorary
member” by the board.
Section 2:
Membership: Membership is open to any person, regardless of race, creed, color or sex, upon
making application and paying the necessary dues.
Section 3:
Resignation: Any member may resign by filing a written resignation with the secretary, but such
resignation does not relieve the member of the obligation to pay any dues, assessments, or other charges
theretofore accrued an unpaid.
Section 4:
Transfer of Membership: Membership in this Club is not transferable or assignable.
Section 5:
Annual Membership Certificates: Annual membership certificates will only be issued to
individuals and not to corporations, firms, partnerships, trusts, etc.
Article III
Meetings of Members
Section 1:
Annual Meeting: An annual meeting of the voting members will be held at the City of Amery,
Polk County, Wisconsin toward the close of each golf season for the purpose of electing directors and
for the transaction of such other business as may come before the meeting. If, due to a lack of quorum,
the election of directors is not held on the day designated for the annual meeting a majority of the
members present will set a continuance date for the meeting within thirty (30) days of the designated
date. If a continuance date is not set by the membership it must be set by the Board of Directors. The
date for the next annual meeting will be set prior to adjournment of each annual meeting,
Section 2:
Special Meetings: Special meetings of the voting members may be called by the President, a
majority of the Board of Directors, or not less than one-tenth (1/10) of the members having voting
rights.
.Section 3:
Notice of Meetings: Written or printed notice stating place, day and hour of any meeting of
members will be delivered by personally delivering or by mailing, to each member entitled to vote at
such meeting, not less than ten (10) nor more than thirty (30) days before the date of such meeting. This
will be done either at the direction of the President, Secretary, or the Directors or members calling the
meeting. In case of a special meeting or when required by the statutes, or by these by-laws, the purpose
or purposes for which the meeting is called shall be stated in the notice. “Noticed” agenda items are the
only items that may be acted upon at these meetings. If mailed, the notice of the meeting shall be
deemed to be delivered when deposited in the United States mail or by member request emailed,
addressed to the members at their address as it appears on the records of the Club, with postage thereon
prepaid. If, however, more than one member of a family shall be a voting member of the Club, one
notice of the meeting being sent to each family will be sufficient notice to each voting member of that
family.
Section 4:
Place of Meeting: The Board of Directors may designate any reasonable place within the City of
Amery, Polk County, Wisconsin as the place of meeting for any annual meeting or for any special
meeting
Section 5:
Quorum: The members holding ten per cent (10%) of the votes which may be cast at any
meeting constitute a quorum. If a quorum is not present at any meeting of the members, a majority of
the members present may set a continuance date within thirty (30) days for the meeting.
Section 6:
Proxies: No proxy voting is allowed.
Article IV
Certificates of Membership
Section 1:
Certificates of Membership: The Board of Directors may provide for the issuance of certificates
evidencing membership in the Club, which shall be in such form as may be determined by the Board.
The name and address of each member and the date of issuance of the certificate will be entered on the
records of the Club. If any certificate is lost, mutilated or destroyed a new certificate may be issued
upon such terms and conditions as the Board of Directors may determine.
Article V
Books and Records
Section1:
The corporation will keep correct and complete books and records of account and minutes of the
proceedings of it members, Board of Directors, and committees having any of the authority of the Board
of Directors, and will keep at the registered or principal office a record giving the names and addresses
of the members entitled to vote. All books and records of the Club may be inspected by any member or
their agent or attorney for any proper purpose at any reasonable time.
Article VI
Fiscal Year
The fiscal year of the Club begins the first day of January and ends the last day of December in each
year.
Article VII
Dues
Section 1:
Annual Dues: The Board of Directors will determine from time to time the annual dues/fees
payable to the Club by members.
Section 2:
Payment of Annual Dues: The Board of Directors will determine and notify members of the
manner of payment of dues.
Section 3:
Default and Termination of Membership: It will be the responsibility of the Board of Directors
to determine and clearly communicate to the membership the conditions under which a member can be
found to be in default and have their membership in the Club terminated.
Article VIII
Amendments to By-Laws and Dissolution
Section 1:
Amendments to By-laws: These by-laws may be amended at any time by a majority vote of
eligible voting members at an annual or special membership meeting that is properly noticed and at
which a quorum is present.
Section 2:
No part of net assets, capital, earned income or revenue of the Club, in liquidation or otherwise,
will be distributed, or in any manner, inure to the benefit of any member, director, or officer of the Club.
The Club will pay no compensation to members, directors, or officers for services rendered by persons
in their capacity as members, directors, or officers. In case of dissolution, and except as provided by
law, after the payment of all obligations the assets of the corporation will be conveyed to one or more
named (or unnamed) Wisconsin non-profit corporations operating within the City of Amery and its
environs, which are organized and operating for educational, recreational or charitable purposes.