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By-Laws of Smithfields Country Club, Inc.

Incorporated Under the Laws of South Carolina

ARTICLE I

Section 1 This Club shall be known as Smithfields Country Club, Inc.

Section 2 Objects and Purposes. This Corporation is organized for pleasure, recreation and nonprofit purposes within the meaning Section 501 (c)(7) of the Internal Revenue Code, and in this connection, subject to the restrictions set forth below. The objects and purposes of the Corporation and the nature of the business to be carried on by it are as follows:

  1. To own and operate a golf course and related facilities in Easley, South Carolina.
  2. To provide for the mutual assistance, enjoyment, entertainment and improvement of its members socially and physically by encouraging them to participate in the game of golf and other social or physical recreational activities.
  3. To do and encourage in all lawful activities that further and are consistent with the preceding objects and purposes of the Corporation.

Section 3 The Corporate Seal shall be circular in form and shall have inscribed thereon the words: "Smithfields Country Club, Easley, South Carolina, Corporate Seal".

ARTICLE II
Membership, Dues and Initiation Fee

Section 1 Classes/Membership. The Board of Directors as its discretion and by appropriate resolution shall determine the classes of membership of the Club and shall define the privileges and restrictions, which will apply to each class of membership. For convenience, persons in good standing with the Club shall be known as members.

The membership classes are as follows:

  • Full
  • Junior
  • Corporate
  • Social
  • Super Seniors
  • Non-Resident

Section 2 Dues or Assessments. Monthly dues or assessments for all memberships shall be set and approved by the Board of Directors. The Board of Directors shall determine the time and method of payment of dues or assessments for all classes of membership. The Board of Directors may effect enforcement of membership requirements by any method deemed expedient, including expulsion. See Membership policies for membership and dues information.

Section 3 Initiation Fee. An initiation fee per member shall be established by the Board of Directors, subject to review and modification by the Board of Directors. The Board shall have power and authority to decrease or increase the initiation fee when in their discretion such action is in the best interest of the Club. The initiation fee is non-refundable.

Section 4 Membership Approval. The Membership Committee and the Board of Directors must approve applications for membership. The Board of Directors shall not deny membership based on race, sex, age or disability. Memberships are not transferable, except that a transfer shall be made when a transferee is a surviving spouse of a deceased member, in which event the membership may be transferred to the surviving spouse. Actual membership will not be recognized prior to Board approval of application for membership. In the further event that a member shall become divorced and the club membership is awarded by the Family or other appropriate Court to the member's spouse, then, in such event, a transfer of such membership into the name of the spouse shall be permitted by the Board. See Membership policies for membership and dues information.

Section 5 Method of Payment. The Board of Directors shall have broadest discretion in determining the method of payment and initiation fees.

Section 6 Voting Rights. All registered members who are dues paying members and whose dues are current to date when voting shall have voting power and be entitled to one (1) vote per membership owned. Only members who are in good standing are entitled to vote. For convenience, good standing shall mean current with dues and not subject to current disciplinary action.

Section 7 Membership Termination. Membership in this association may terminate by voluntary, withdrawal as herein provided or otherwise as provided in these by-laws. All rights, privileges, and interest of a member in or to the association shall cease on termination of membership. Any member may, by giving written notice of such intention, withdraw from membership. Withdrawals shall be effective on fulfillment of all obligations to the date of withdrawal.

ARTICLE III
Visitors

Section 1 The Board of Directors may provide by standing or special rules for the introduction of visitors to the Club and for the fees and charges to be paid in such cases, provided that a member shall introduce such visitor. The sponsoring member shall be responsible for all monies, which shall at any time be due to the Club on account of the guest.

ARTICLE IV
Government

Section 1 The control and management of the Club and its affairs, funds and property shall be entrusted to and vested in a Board of nine (9) elected Directors.

Section 2 Restrictions of Powers. Notwithstanding any of the provisions of the By-laws, the powers of the Corporation are restricted as follows:

  1. The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from federal income taxation under Section 501 (c)(7) of the Internal Revenue Code.
  2. No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation or any private individual whatsoever, (except that reasonable compensation may be paid for, and reimbursement may be made for reasonable expenses incurred in connection with, serve as a surrender to or for the Corporation furthering one or more of its objects and purposes).
  3. No substantial part of the Corporation's activities shall be carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 3 All references in the By-laws of Smithfields Country Club to the Board, the Directors, or the Governors shall be construed to mean the Board of Directors.

Section 4 The Board of Directors shall consist of nine (9) members. Each director shall serve a three-year term. The Board shall have three (3) member's term expire each year. The Board of Directors shall, at least 30 days prior to the annual meeting, place in nomination a minimum of six (6) individuals whose names shall be placed on ballots for the annual election. The three (3) individuals receiving the most votes by the membership shall succeed the three (3) directors with expiring terms. Individual candidates for the Board of Directors shall be members in good standing. Social or Junior members may not be candidates for the Board of Directors. A Board member may not succeed two consecutive terms.

Section 5 In the event that a Board member has a change in membership status to a social membership, the Board member must relinquish his Board of Directors position. Refer to Section 9 of this Article for vacancies.

Section 6 Any member of the Board of Directors who is absent from three (3) consecutive regular meetings of the Board without satisfactory excuse shall cease to be a member of the Board.

Section 7 At their meeting immediately after the annual meeting in each year, the Directors shall elect a President, a Vice President, and a Treasurer. A Board member may not hold more than one of the above positions. The Club office manager shall be the Board Secretary unless the Board decides otherwise.

Section 8 Elected Directors and Officers shall hold office until their successors have been duly elected and qualified.

Section 9 Vacancies in members of elected Directors however caused or occurring may be filled by the Board of Directors. The newly appointed Board member shall fulfill the term of departing Board member.

Section 10 The Board shall hold its regular monthly meeting the third (3rd) Monday of each month at 6:00 pm at the Smithfields Country Club clubhouse or at such other time and places as it shall by rule appoint. Special meetings shall be held at such times and places as may be designated by the President or by any three (3) members of the Board. Three (3) days' notice of each meeting, whether stated or special, shall be given each Director, including, if the meeting is special, a statement of the purposes of the meeting. The presence of the majority of the Directors of the Club shall constitute a quorum for the transaction of business.

The Board of Directors may waive the three (3) days' notice for a special meeting by a two-thirds Board vote to do so.

Section 11 The Board of Directors shall present to the Club at each annual meeting a report as to the condition of the Club and its property to specifically include a fiscal report containing An income and expense disclosure for the prior year and a statement of the assets owned by the Club, their worth and liabilities of the Club.

Section 12 Resignation of a Board Member: A Board member may resign at any time by delivering written notice to the Board, its presiding officer, or to the President or Secretary. A resignation is effective when the notice is received unless the notice states a later effective date. If a resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.

ARTICLE V
Meetings and Elections of the Membership

Section 1 The annual meeting of the Club for the election of Directors in each year shall be held at the Smithfields clubhouse on the fourth (4th) Monday in October, or as such other convenient place as the Board of Directors may designate. At least a ten (10) days' written notice of the time and place of the annual meeting shall be mailed to all members.

Section 2 The order of business at the annual meeting shall be as follows:

  • Call to order
  • Reading of minutes of previous meeting
  • Receiving communications
  • Reports of Officers
  • Reports of committee chairman and committee members
  • Unfinished business
  • New business
  • Election of Directors
  • Adjournment

The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules as laid down in Roberts' Rules of Order shall govern, when not in conflict with these By-laws.

Section 3 Special meetings of the Club may be called by the Board of Directors or by a written petition signed by one hundred (100) members of the Club submitted to the Secretary of the Board of Directors; then (10) days' written notice of such special meeting, setting forth clearly the purpose thereof, shall be given to each member of the Club in good standing.

Section 4 A member may vote in person or by proxy on a form provided by the Club and, at any annual or special meeting of the Club, forty percent (40%) of the members, present in person or by proxy, shall constitute a quorum for the transaction of business; but a smaller number may, for lack of a quorum, adjourn the meeting to a future date, with written notice of such adjournment and future date to be given each member.

Section 5 Voting for Directors at the annual meeting of the Club shall be by ballot cast in person or by proxy. Ballots shall be furnished by the Secretary, giving the names of all candidates nominated as aforesaid, provided, however, members may nominate further candidates from the floor at the annual meeting, the names of which additional candidates may be written in on the ballots in a appropriate place provided therefore.

All votes cast by proxy shall be cast for the candidates nominated, unless the holder of the proxy shall have the written consent of the member to cast the said vote otherwise.

ARTICLE VI
Officers

Section 1 Number and term of office:
Number and term of office: The officers of the Club shall be a President, a Vice President, a Secretary and a Treasurer, all of whom except the Secretary shall be a member of the Board. The Board may also appoint an Assistant Treasurer with authority to perform the duties of the Treasurer in his absence. Such officers shall be elected by the Board at their meeting immediately after the annual meeting in each year and shall hold office one (1) year and until the election of their successors. The Board may also appoint such other officers and agents as they may from time to time deem proper, which officers shall hold office during the pleasure of the Board shall perform such duties and have such powers as shall be determined by the Board.

Section 2 The President shall the chief executive officer and head of the Club. The principal duties of the President of the Club are listed below.

  • To open all meetings at the appointed time by taking the chair and calling the meeting to order, having ascertained that a quorum is present.
  • To announce in proper sequence the business that comes before the assembly or becomes in order in accordance with the prescribed order of business, agenda, or program, and with existing orders of the day.
  • To recognize members who are entitled to the floor.
  • To state and to put to vote all questions that legitimately come before the Board or Club as motions or that otherwise arise in the course of proceedings, and to announce the result of each vote; or, if a motion that is not in order to be made, to rule it out of order.
  • To protect the Club from obviously frivolous or dilatory motions by refusing to recognize them.
  • To enforce the rules relating to debate and those relating to order and decorum within the Board or Club.
  • To expedite business in every way compatible with the rights of members.
  • To decide all questions of order, subject to appeal-unless, when in doubt, the President prefers initially to submit such a question to be the Board for decision.
  • To respond to inquiries of members relating to parliamentary procedure or factual information bearing on the business of the Club.
  • To authenticate by his or her signature, when necessary, all acts, orders, and proceedings of the Board or Club.
  • To declare the meeting adjourned when the Board or Club so votes or, where applicable-at the time prescribed in the program, or at any time in the event of a sudden emergency affecting the safety of those present.

At each meeting, in addition to the necessary papers proper to that meeting's business, the President should have at hand:

  • A copy of the By-laws and Policies
  • A copy of its parliamentary authority (Robert's Rules of Order)
  • A list of all standing and special committees and their members
  • A memorandum of the complete order of business listing all known matters that are to come up, shown in proper sequence under the correct headings-or with their scheduled times-as applicable.

The President shall preside, without vote unless to break a tie, at all Board meetings and Executive Committee meetings; shall serve ex-officio, without vote, on all committees; and shall serve ex-officio, with vote at any general assembly meeting.

Section 3 The Vice President shall have all the powers of the President in the event of the President's absence or inability to act.

Section 4 The Treasurer shall collect and disburse, under the authority and discretion of the Board, all monies of the Club and transact its financial business. The Treasurer shall keep full and accurate account of receipts and disbursements in the Club's books which shall at all times be open to inspection of other officers and directors. The Treasurer shall deposit all monies and other valuable effects to the credit of the Club with such banks, bankers or trust companies as may be designated by the Board. Checks shall be signed by any two of the officers, provided, however, that the two such officers are not one and the same person; provided, however, that the Board may authorize the opening of a payroll account in any bank, and may designate any person or persons as the Club's agent to sign payroll checks on that account, in which case checks bearing the signature of such agent or agents, of any of them, in accordance with the direction of the Board will be valid. The Treasurer shall affix the Club's seal to instruments when authorized by the Board. The Treasurer and Assistant Treasurer, and deputies, and any agents designated as above, shall give bond for the faithful discharge of the duties of their offices in such form as the Board shall fix.

Section 5 The Secretary shall be sworn to the faithful discharge of the duties of that office shall record all minutes of the Club and Directors in books to be kept for that purpose, and perform such other duties as shall be designated to the Secretary.

The administration and management of the association shall be vested in the Secretary. The Secretary shall direct the activities of the association and perform such other duties as may be defined by the Board of Directors. It shall be the specific duty of the Secretary:

  • To give notice of and attend all meetings of the Club and to make provision for the keeping of a record of proceedings;
  • To conduct correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed;
  • To keep a list of the members of the Club;
  • To establish machinery for the collection of dues and their payment to the Treasurer;
  • To keep records as to any agents retained by the Club, and to take charge of and supervise the performance by them of their duties;
  • To prepare, with the concurrence of the Treasurer, an annual report of the transactions and condition of the association, and generally to devote such person's best interests to the Club.

Section 6 Promissory Notes shall be signed by the Secretary or Treasurer or Assistant Secretary or Assistant Treasurer and countersigned by the President. All other contracts, instruments and obligations shall be signed by the President and attested by the Secretary.

ARTICLE VII
Committees

Section 1 There shall be nine (9) standing committees, namely: Finance, Office, Green, Swimming/Tennis, Membership, Golf/Tournament, Food & Beverage, Facilities/House, and By-laws. The President of the Board shall appoint the chairmen of each committee.

The Finance committee shall have the general supervision of the finances of the Club. It shall audit the accounts of the Treasurer at least once a year and shall submit a report to the Board whenever requested.

Office Committee shall have the general supervision of the Club office. It shall oversee the office employees and ensure that Club billing, payments, and member notices are distributed as required. The Office Committee will work closely with the Finance Committee.

The Green Committee shall have charge of all the grounds of the Club. It shall also have charge of all the equipment, maintenance and operation, as well as all employees engaged in connection therewith. It shall make such rules for the use thereof as not to conflict with the acts of the Board.

The Swimming/Tennis Committee shall have the responsibility to oversee all matters pertaining to the use of the tennis courts in terms of day-to-day activities as well as special events. The Swimming/Tennis Committee shall arrange for and manage all activity in the swimming pool. It shall have charge of the pool's maintenance and operation, as well as provide for furnishing, equipment, improvement and care of the pool and all employees engaged in connection therewith. It shall make rules for the use thereof as not to conflict with the acts of the Board.

The Membership Committee shall investigate, consider and report to the Board of Directors upon all candidates for membership in the Club. The Membership Committee shall actively encourage new members through promotion, advertising, etc. as agreed by the Board.

The Golf Committee shall arrange and manage all golf competitions and the Pro Shop. The Golf Committee shall have the responsibility to oversee all matters pertaining to the use of the golf course, in terms of the day-to-day activities as well as special events and membership handicap rating. The Golf Committee will have two (2) sub-committees being the Tournament Committee and the Handicap Committee. The Tournament Committee will be charged with the responsibility of all major tournaments including format, schedule and course set up. The Handicap Committee will be charged with the responsibility of reviewing and revising all member handicap indexes that enter into a Club tournament as outlined by the USGA (United States Golf Association).

The Food & Beverage Committee shall have the responsibility of providing social activities for the Club and its membership and shall coordinate social functions with other Board Committees and staff. The Food & Beverage Committee shall also be responsible for the day-to-day activities of the bar/grille area as well as all catering events.

The Facilities/House Committee shall have charge of the inside and outside of the Club House and all other buildings directly connected with or incidental to the housing, feeding and entertaining of the Club members and guests, including, among other things, maintenance, operation, furnishing, equipment, improvement and care of the property entrusted to it and all employees engaged in connection therewith. It shall make such rules as to the use thereof as shall not to conflict with the acts of the Board.

The By-laws Committee shall maintain the By-laws and serve as a reference to other Committees and members. In the event that a Committee proposes a rule and/or regulation and by vote of the Board the rules or regulation is passed, the By-laws Committee must decide if the decision affects the By-laws, and if so, make the appropriate revisions to the By-Laws.

Section 2 The Chairperson and all members of each of the standing committees must be in good standing of the Club but need not necessarily be members of the Board. The Chairman of these committees, shall, however, upon request of the Board, attend the Board meetings.

The Committee Chairperson shall determine and appoint the members of each committee and term of the membership therein.

The President may at any time end the term of service of either the Chairman or other members of any of these committees and fill such vacancies in the manner herein provided.

Section 3 Special Committees may be created and their membership and duties defined by the Board at any time; any committee so created may be at any time discontinued and its power terminated by like vote.

Section 4 The President shall be ex-officio, a member of al committees. He may accept the resignation of any member of the committee and fill any vacancy until the next meeting of the Board. See Article VI Section 2 for the principal duties of the President.

Section 5 Committees shall meet on the call of their Chairman or the President and dispose of such matters as may be referred to them under their own rules, but subject to these By-laws and the control of the Board.

Section 6 An employee may only be hired or terminated by agreement of the employee's department head, the General Manager/Director of Golf, and the corresponding committee chairperson. A department head may only be hired or terminated by a two-thirds vote of all Board of Directors.

ARTICLE VIII
Forfeiture of Membership
Leaves
Change in Status

Section 1 The Board shall have power, by a vote of two-thirds of all the members of the Board, to put a member on probation or suspend a member from the Club for such period as they deem proper, or to expel any member or revoke the privileges of any visitor or guest guilty of misconduct or of any act detrimental to the interests or welfare of the Club. As to what acts constitutes misconduct or is detrimental to the interest or welfare of the Club, the Board shall be the sole judge. The General Manager, Director of Golf may also have these same privileges. (Refer to Smithfields Country Club Policies Enforcement).

Section 2 Hardship Leaves

  • Leaves will be granted for period of three (3) months
  • No extensions will be granted
  • Member on leave cannot exercise any membership privileges. This applies to all names on the membership
  • Can not participate as a guest while on leave
  • Will be billed 1/2 of the current monthly dues while on leave
  • If a member on leave wishes to be reinstated before this three months leave has expired, he must pay the remaining 1/2 of the monthly dues that were not applicable during that time

Medical Leaves

  • Disability should be severe enough to require a three (3) month recuperation period with medical proof if requested
  • Leaves are granted for a period of three (3) months
  • " While on leave, no one listed on the membership may exercise golf privileges. Food, Tennis, Driving Range and Pool privileges will still be available under medical leave
  • While on medical leave, may not participate as a guest
  • Will be billed 1/2 of the current monthly dues while on leave
  • At the end of the leave, a member can reapply for another three (3) months
  • If a member on leave wishes to be reinstated before this three months leave has expired, he must pay the remaining 1/2 of the monthly dues that were not applicable during that time

Section 3 Any change in membership status must be approved by the Board of Directors. A thirty (30) day written request of membership status change must be given by the member to the office.

Section 4 If a corporate member's account has not been paid on in sixty (6) days, the member's company will be notified, and the company shall be liable for the delinquent monies owed to the Club.

ARTICLE IX
Conditions and Limitations
Contract Rights
Interpretation

Section 1 Only members who are in good standing are entitled to vote. For convenience, good standing shall mean current with dues and not subject to current disciplinary action. The rights and the interest of such members are subject to all By-laws and policies now or hereafter from time to time in force, and all such By-laws and policies whenever they are adopted and at all times shall be an essential part of the contracts of membership between the Club and every member.

In the event of the dissolution of the Club, its property after payment of its debts and obligations shall be turned over to another non-profit, charitable, social benevolent, patriotic, recreational or fraternal organization.

Section 2 The board shall have full and sole power and authority to interpret these By-laws and policies, and its decision on all such questions, shall be final, binding and conclusive.

Section 3 The affirmative votes or written consent of a majority of all the members shall be requisite for:

  • The sale of land of the Club;
  • The amendment of the Certificate of Incorporation;
  • The dissolution of the Club

Section 4 A vote for major policy change in the operational status of the Club must be by two-thirds of all members in good standing.

Section 5 Any notice required by these By-laws may be given by mail addressed to the address of the person to be notified as last registered with the Secretary of the Club. Any person may waive any notice required to be given by any By-law, Rule or Statue. The presence of a member or a Director at any meeting shall be a waiver of all notice of such meeting, unless he expressly requests his objection to be noted in the minutes.

ARTICLE X
Liabilities

Nothing herein shall constitute members of the association as partners for any purpose. No member, director, officer, agent, or employee shall be liable for the acts or failure to act of any other member, director, officer, agent, or employee of the Club. Nor shall any member, director, officer, agent, or employee be liable for his acts or failure to act under these By-laws, excepting only acts or omissions arising out of his willful misfeasance.

ARTICLE XI
Funds

Section 1 Finances This Club is not intended as a profit-making organization for its members, nor is it founded with the expectation of making profit for its members. The Club shall use its funds only for objects and purposes specified in these By-laws.

Section 2 Bonding Persons entrusted with the handling of Club funds may be required, at the discretion of the Board of Directors, to furnish, at the Club's expense, a suitable fidelity bond.

ARTICLE XII
Amendments

Section 1 Change in the By-laws The Board of Directors of the Corporation shall have the right, from time to time, on the vote of two-thirds of the directors then in office, and not otherwise, to amend, alter, change or repeal any provision contained in these By-laws in the manner now or subsequently prescribed by the statute except that no such amendment, alteration, change or appeal shall be made which shall amend, alter, change or repeal the restrictions set forth in Section 2 of Article I, unless the Internal Revenue Code changes so amending, altering, changing or repealing such restrictions would not disqualify the Corporation for federal income tax exempt under Section 501(c)(7).

Revised
February 11, 2013