Birmingham Country Club

Bylaws

 

As Amended:    November 2017

                        November 2016

                        November 2013

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ARTICLE I NAME AND PURPOSE

Section 1.1 – NAME

Section 1.2 – PURPOSE

Section 1.3 – PRINCIPAL OFFICE

Section 1.4 – SEAL AND COAT OF ARMS

Section 1.5 – FISCAL YEAR

Section 1.6 – REFERENCES

Section 1.7 – EFFECTIVE DATE

ARTICLE II MEMBERSHIP

Section 2.1 – GENERAL

Section 2.2 – CLASSIFICATION OF MEMBERS

Section 2.3 – CORPORATE MEMBERS

Section 2.4 – PRIVILEGED MEMBERS

Section 2.5 – ASSOCIATE MEMBERS

Section 2.6 – LIFE MEMBERS

Section 2.7 – INTERMEDIATE MEMBERS

Section 2.8 – SPECIAL MEMBERS

Section 2.9 – NON-RESIDENT MEMBERS

Section 2.10 – CLERGY MEMBERS

Section 2.11 – HONORARY MEMBERS

Section 2.12 – SOCIAL MEMBERS

Section 2.13 – BUSINESS CLASS MEMBERS

Section 2.14 – APPLICATIONS FOR MEMBERSHIP

Section 2.15 – DEATH OR DIVORCE

Section 2.16 – RESIGNATION

Section 2.17 – COMPLAINT PROCEDURE; CONDUCT AND SANCTIONS

Section 2.18 – NON-DISCRIMINATORY STATEMENT

ARTICLE III FEES, DUES, ASSESSMENTS, CHARGES AND DELINQUENCY

Section 3.1 – FEES, DUES, CHARGES & ASSESSMENTS

Section 3.2 – DELINQUENCY

ARTICLE IV STOCKHOLDERS

Section 4.1 – ANNUAL MEETING

Section 4.2 – SPECIAL MEETINGS

Section 4.3 – BALLOT VOTES

Section 4.4 – QUORUM

Section 4.5 – INFORMATIONAL MEETINGS

ARTICLE V DIRECTORS

Section 5.1 – BOARD OF DIRECTORS

Section 5.2 – INELIGIBILITY FOR BOARD OF DIRECTORS

Section 5.3 – NOMINATION FOR ELECTION OF DIRECTORS

Section 5.4 – ELECTION OF DIRECTORS

Section 5.5 – VACANCIES

Section 5.6 – MEETINGS

Section 5.7 – QUORUM

Section 5.8 – ABSENTEEISM

Section 5.9 – INTERPRETATION OF BYLAWS

ARTICLE VI OFFICERS

Section 6.1 – BOARD ANNUAL MEETING AND ELECTION OF OFFICERS

Section 6.2 – PRESIDENT

Section 6.3 – PRESIDENT-ELECT

Section 6.4 – VICE-PRESIDENT

Section 6.5 – SECRETARY

Section 6.6 – TREASURER

Section 6.7 – CHIEF OPERATING OFFICER

ARTICLE VII COMMITTEES

Section 7.1 – CREATION AND APPOINTMENT TO COMMITTEES

Section 7.2 – FINANCE COMMITTEE

Section 7.3 – INVITATIONAL TOURNAMENT COMMITTEE

ARTICLE VIII GENERAL

Section 8.1 – AMENDMENTS TO BYLAWS

Section 8.2 – CAPITAL IMPROVEMENTS

Section 8.3 – NO TRANSFER OF CLUB ASSETS

Section 8.4 – PROTECTION OF NAME

Section 8.5 – LIABILITY OF THE CLUB

Section 8.6 – RECORDS AND NOTICE

Section 8.7 – GUESTS

Section 8.8 – GOLF OUTINGS AND TOURNAMENTS

ARTICLE IX INDEMNIFICATION


ARTICLE I

NAME AND PURPOSE

Section 1.1 – NAME

The name of the Club shall be Birmingham Country Club, a Michigan nonprofit corporation, d/b/a Birmingham Country Club (the “Club”).

Section 1.2 – PURPOSE

The purpose of the Club shall be to operate as a nonprofit private club for the social and recreational benefit of its Members (as defined in Section 2.2 below).

Section 1.3 – PRINCIPAL OFFICE

Unless otherwise specified by the Board of Directors (as defined in Section 5.1 below), the principal office of the Club shall be in Birmingham, Michigan.

Section 1.4 – SEAL AND COAT OF ARMS

The Club seal shall be circular with the Club name around the margin and the word “Seal” in the center.  The Coat of Arms was adopted at the Annual Meeting of the Stockholders on October 14, 1964, and emblazoned with the motto: HONESTAS ET EGREGIUS.

Section 1.5 – FISCAL YEAR

The fiscal year of the Club shall commence on October 1st and end on September 30th of the following year.

Section 1.6 – REFERENCES

Whenever the singular is used it shall refer to the plural also, unless the context clearly indicates otherwise.

Section 1.7 – EFFECTIVE DATE

The effective date of these Bylaws shall be the date of approval thereof by the Stockholders in accordance with Section 8.1 below (the “Effective Date”).

 

ARTICLE II

MEMBERSHIP

Section 2.1 – GENERAL

(a)        Membership classes shall be established in accordance with these Bylaws.  The membership classifications as of the Effective Date are set forth in this Article II and the membership appendix (the “Membership Appendix”) adopted by the Board of Directors and in effect as of the Effective Date, which Membership Appendix may be amended from time to time by vote of a majority of the Board of Directors. The terms, conditions and requirements of Membership not otherwise provided by these Bylaws shall be established and set forth in Membership Appendix as in effect from time to time.

(b)        The Members are governed by (i) these Bylaws and any amendments hereto, (ii)
the Rules and Regulations of the Club (“Rules”) and (iii) the Membership Appendix (in the case
of (ii) and (iii), as established by the Board of Directors from time to time in accordance with
these Bylaws).  All Members, their family members and their guests are subject to these Bylaws,
the Rules and the Membership Appendix (each of which, as then in effect, shall be published on
the Club’s website or otherwise made available to the Members) (collectively, the “Governing Documents”), and Members are responsible for the conduct of their family members and guests (including any personal caregivers of any members or guests) while at the Club.

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(c)       Each  Member  shall  pay  such  Initiation  Fees,  Stock  Purchase  Price,  Dues,
Minimums, Assessments and Charges and other items as established from time to time and under
these Bylaws and such terms and conditions as determined and set forth in the Membership
Appendix.

(d)        A “Member in Good Standing” is a member whose financial obligations to the Club are fully paid to date and none of which are past due in accordance with the Governing Documents, and who is not suspended or otherwise subject to Board of Directors sanction under Section 2.17 which sanction expressly determines that a Member is not then a “Member in Good Standing” for purposes of the Governing Documents.  A Member must be in Good Standing to be afforded the privileges of Membership of the Club.

(e)        No Membership may be transferred, assigned, encumbered or sold except (i) in
accordance with Section 2.13 (Business Class Members) or Section 2.15 (Death or Divorce) or

(ii) by resolution approved by vote of a majority of the Board of Directors.  Any such transfer shall be subject to compliance with Section 2.14 (Applications for Membership), the other terms of these Bylaws and the Membership Appendix and such other terms and conditions as may be prescribed by resolution of the Board adopted pursuant to clause (ii) above.

(f)         Conversion of Membership from one Membership class to another Membership
class shall only be on such terms and conditions as prescribed by these Bylaws, the Membership
Appendix, and/or by the Board of Directors by resolution approved by vote of a majority of the
Board of Directors.

Section 2.2 – CLASSIFICATION OF MEMBERS

(a)        The membership of the Club shall consist of two general classifications: (i) corporate members (“Corporate Members”) and (ii) privileged members (“Privileged Members,” and together with the Corporate Members, the “Members”).

(b)        The  Corporate  Members  shall  be  the  sole  stockholders  of  the  Club  (the “Stockholders”).  Each Corporate Member shall own one share of the capital stock of the Club, and each Corporate Member shall ensure that his or her share of capital stock is not subject to transfer, conveyance, hypothecation, lien or encumbrance except as otherwise provided in these Bylaws.  Corporate Members shall be the only persons eligible to own capital stock of the Club, shall be eligible to vote on matters submitted to the Stockholders pursuant to Article IV of these Bylaws and shall be eligible to be members of the Board of Directors pursuant to Article IV of these Bylaws.  Corporate Members shall be entitled to receive distributions of corporate assets upon dissolution of the Club in the manner provided by law.

(c)        Privileged Members shall be classified as Associate, Life, Intermediate, Special, Non-Resident, Clergy, Honorary, Social and Business Class Members.  Privileged Members shall own no capital stock of the Club, shall have no ownership interest in the Club or its property and shall have no right to hold office or to attend, participate in or vote at meetings of the Stockholders held pursuant to Article IV hereof.

(d)        There shall be no more than Three Hundred Thirty (330), and no less than Three Hundred (300), Corporate Members. There shall be no more than Six Hundred (600) Corporate Members and Privileged Members (excluding Associate, Clergy, Intermediate, and Honorary members) in the aggregate. The maximum number of the various classes of Privileged Members shall be as follows:

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(1)        Associate – As determined by the Board of Directors

(2)        Life – seventy-five (75)

(3)        Intermediate – As determined by the Board of Directors

(4)        Special – seventy-five (75), plus the number of Intermediate Members converted to this class, plus the Corporate Member Shortfall

(5)        Non-Resident – As determined by the Board of Directors, provided that the aggregate of Non-Resident, Clergy and Business Class shall not exceed thirty (30)

(6)        Clergy – As determined by the Board of Directors, provided the aggregate of Non -Resident, Clergy and Business Class shall not exceed thirty (30)

(7)        Honorary – As determined by the Board of Directors

(8)        Social – one hundred (100)

(9)        Business Class – fifteen (15) (with no more than three (3) Business Class Members from any one sponsoring business entity or affiliate), provided the aggregate of Non-Resident, Clergy and Business Class shall not exceed thirty (30)

“Corporate Member Shortfall” shall mean (a) 330 minus (b) the number of Corporate Members at any given time.

Section 2.3 – CORPORATE MEMBERS

Any person twenty-one (21) years of age or over shall be eligible to apply for and be
accepted as a Corporate Member.  Corporate Members, and their respective spouses and
unmarried children under twenty-five (25) years of age, shall be afforded all privileges of the
Club.    Corporate  Members  shall  pay  such  Initiation  Fees,  Stock  Purchase  Price,  Dues,
Minimums, Assessments, Charges and other items as established by the Board of Directors from
time to time in accordance with these Bylaws and set forth on the Membership Appendix.

Section 2.4 – PRIVILEGED MEMBERS

Any person twenty-one (21) years of age or over shall be eligible to apply for and be accepted as a Privileged Member.  Privileged Members, and their respective spouses and unmarried children under twenty-five (25) years of age, are entitled to the use of the facilities of the Club, subject in all cases to the limitations set forth in the Governing Documents.

Section 2.5 – ASSOCIATE MEMBERS

(a)          An Associate Membership may be issued to the surviving spouse of a Corporate Member or Life Member upon written application to the Board of Directors within one hundred twenty (120) days from the date of death of such Corporate Member or Life Member.  There shall be no Initiation Fee charged to the surviving spouse.

(b)          Associate Members shall not be subject to any Assessments.  Associate Members shall pay such Dues, Minimums and Charges as established by the Board of Directors and set forth on the Membership Appendix, but, in the case of Dues, not to exceed one half of the Dues of a Corporate Member. Associate Membership shall survive the remarriage of an Associate Member.  However, the new spouse of the Associate Member shall have no rights or privileges of the Club other than those afforded as a guest of a Privileged Member and otherwise on terms and conditions determined by the Board of Directors.

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Section 2.6 – LIFE MEMBERS

(a)          Life Membership may be granted to any Corporate Member who has been an
active, dues paying Corporate Member for at least twenty-five (25) years; provided that the sum
of the number of years of Corporate Membership and the Corporate Member’s age exceeds the sum total of eighty-five (85).  A Life Member who became a Corporate Member after November 22, 1978 is subject to any future amendment to these Bylaws closing entry or eliminating the status of Life Member.

(b)          The Dues of a Corporate Member that converted to Life Membership prior to July 1, 2012 shall equal 25% of the Dues of Corporate Members as determined and established from time to time by the Board of Directors and set forth on the Membership Appendix.  Life Members contemplated by this Section 2.6(b) shall pay no Assessments.

(c)          The Dues of a Corporate Member that converted to Life Membership after July 1, 2012 shall equal 50% of the Dues of Corporate Members as determined and established from time to time by the Board of Directors and set forth on the Membership Appendix.  Life Members contemplated by this Section 2.6(c) shall pay Assessments equal to 50% of the amount assessed to Corporate Members.

(d)          The Club shall maintain a list for the category of Life Membership indicating the
eligibility date for each Corporate Member.  If the Board of Directors provides notice to a
Corporate Member that (i) he or she has qualified for Life Membership under Section 2.6(a)
above and the Board of Directors has approved the grant of Life Membership, (ii) the Board of
Directors has approved a qualified applicant to take the place of such Corporate Member, and
(iii) such Life Membership is available within the limitations set forth in Section 2.6(a) hereof,
and (iv) there is no Resignation Priority List (as such term is defined in Section 2.16(b)) in
existence at such time, then if the Corporate Member wishes to convert to Life Membership, he
or she shall provide written resignation and surrender his or her stock certificate endorsed in
blank to the Secretary of the Club.

Section 2.7 – INTERMEDIATE MEMBERS

(a)         An Intermediate Member is the son, daughter, son-in-law or daughter-in-law of an
endorsing Corporate Member, Life Member or Associate Member who is at least twenty-five (25) years old.  All indebtedness of an Intermediate Member must be guaranteed by the endorsing Member of such Intermediate Member in a manner approved by the Board of Directors.  Intermediate Members shall not be subject to Assessments.  Upon an Intermediate Member’s 35th birthday, an Intermediate Member shall become a Special Member (as defined in the Membership Appendix, with such Special Membership class as determined by the Board of Directors in the Membership Appendix).

 

(b)          In the event that a Corporate Member’s stock certificate is re-issued in accordance
with the death provision of Section 2.15, the successor Corporate Member may endorse the
Intermediate Membership of those persons entitled to such consideration in the stead of the
predecessor deceased Corporate Member.  In the event an Intermediate Member lacks an
endorser, the Intermediate Member shall, within one hundred twenty (120) days of the Board of
Directors’ determination that no endorsing Member is available, provide a guarantee in a manner
approved by the Board of Directors.

 

 

 

Section 2.8 – SPECIAL MEMBERS

(a)        A Special Member shall be eligible to apply for and be accepted to Special
Membership, subject to (i) the provisions of Section 2.14 and (ii) the payment of any applicable
Initiation Fee (whether refundable or non-refundable) under the terms and conditions prescribed by the Board of Directors and as set forth in the Membership Appendix.   Special Members shall be eligible to apply for Corporate Membership, and shall be required to convert to Corporate Membership to retain any status as a Member, as prescribed herein and the Membership Appendix.

(b)       Upon the vote of a majority of the Board of Directors, the Board of Directors may create additional classes of Special Membership and shall establish conditions, terms, and restrictions of additional Special Membership classes.  Such Members shall be subject to the Governing Documents.

Section 2.9 – NON-RESIDENT MEMBERS

(a)        Non-Resident Membership shall be open only to a Member who (i) has been a Corporate Member for at least five (5) years, (ii) resides outside the State of Michigan and beyond a one hundred fifty (150) mile radius of the Club and (iii) has a driver’s license and/or voter’s registration card evidencing his residency.  Non-Resident Membership may be granted at the discretion of the Board of Directors upon application by any such Member and shall become effective when the Board of Directors has approved a qualified applicant to take the place of such Member and such applicant has accepted Corporate Membership.

(b)        Non-Resident Members shall be afforded use of the facilities of the Club in the same manner as Corporate Members, except that a Non-Resident Member and his spouse and family may not utilize the golf facilities more than six (6) times in one calendar year without the payment of guest fees.

Section 2.10 – CLERGY MEMBERS

A member of the Clergy may apply for Clergy Membership.  Upon approval pursuant to Section 2.14, privileges shall be extended for the calendar year ending December 31.  Privileges may be extended thereafter on an annual basis upon approval of the Board of Directors.

Section 2.11 – HONORARY MEMBERS

Upon approval by the Board of Directors, Club professionals, assistant professionals and
managers who have been employed continuously by the Club for a period of twenty-five (25)
years may be entitled to all of the privileges of the Club (except the right to vote or be a member
of the Board of Directors) during their lifetimes without payment of Dues.  The Board of
Directors may grant Honorary Membership to former Members affording them Clubhouse privileges without Dues.

Section 2.12 – SOCIAL MEMBERS

(a)        Any person over twenty-one (21) years of age shall be eligible to apply for and be
accepted as a Social Member, subject to (i) the provisions of Section 2.14 and (ii) the payment of
any applicable Initiation Fee (whether refundable or non-refundable) under the terms and
conditions prescribed by the Board of Directors and as set forth in the Membership Appendix.
Social Members, and their respective spouses and unmarried children under twenty-five (25)
years of age, shall be afforded the use of facilities of the Club subject to the limitations on use of
the golf facilities provided in Section 2.12(b) below.  For purposes of these Bylaws, “golf
facilities” shall mean the golf course, the range, the putting green, and any other area established
for golf play or practice.

(b)        A Social Member, and his spouse and unmarried children under twenty-five (25)
years of age, shall only be allowed to use the golf facilities three (3) times per calendar year in
the aggregate, not exceeding one (1) time per month, and only as a guest of a Corporate Member.
If a Social Member becomes a Corporate Member or Special Member, then the Social Member Initiation Fee previously paid will be applied to the Corporate or Special Membership Initiation Fee.  Social Members shall be subject to Assessments unrelated to the golf facilities, as determined by the Board of Directors.

Section 2.13 – BUSINESS CLASS MEMBERS

(a)        Any person over twenty-one (21) years of age shall be eligible to apply for and be
accepted to Business Class Membership, subject to (i) the provisions of Section 2.14 and (ii) the
payment of any applicable Initiation Fee (whether refundable or non-refundable) under the terms
and conditions prescribed by the Board of Directors and as set forth in the Membership
Appendix.  Such memberships may be granted to individuals sponsored by a business entity, at
the discretion of the Board of Directors, for a period of ten (10) years after approval of such
grant by the Board of Directors.  Specific information about the sponsoring business entity shall
be required and considered as part of the application process.  Business Class Members, and their
respective spouses and unmarried children under twenty-five (25) years of age, shall be afforded
full use of all the Club’s facilities.

(b)        The sponsoring business entity may request to transfer the Business Class
Membership to another individual associated with its business, subject to a non-refundable
Initiation Fee.  Any such transfer shall not act to extend the original 10-year limitation period for
such Business Class Membership.  Transfers within the sponsoring business entity shall be
subject to the application process of Section 2.14.  Business Class Members shall pay no
Assessments.

(c)        The sponsoring business entity shall guarantee the Business Class Member’s payment of all of Dues, Minimums, and Charges and all other financial obligations owed to the Club by the Business Class Member.  Business Class Members may not convert to another Membership class, nor may any existing Members convert their Membership classification to become a Business Class member.

Section 2.14 – APPLICATIONS FOR MEMBERSHIP

(a)        Membership shall be by invitation only and extended by a Member in Good Standing.  Except as otherwise provided in these Bylaws, an application for Membership shall be endorsed by two (2) Corporate Members, each of whom shall submit letters of recommendation in support of such application.

(b)        The names of applicants shall be posted in a manner prescribed by the Board of Directors for at least two (2) weeks preceding a vote by at least a majority of the Membership Committee to recommend acceptance or rejection of the applicant.

(c)        A recommendation of acceptance shall be submitted to the Board of Directors for consideration. A recommendation of rejection shall be final, unless overruled by a two-thirds (2/3’s) vote of the Board of Directors.

(d)        Upon the Board of Directors’ approval of the recommendation for acceptance of an applicant, the applicant shall be deemed a Member of the Club according to the classification of  Membership  approved  by  the  Board  of  Directors,  and  thereafter  the  terms  of  such Membership shall be subject to the Governing Documents.

Section 2.15 – DEATH OR DIVORCE

(a)        The death of a Corporate Member shall operate as a release of all right, title and
interest in the property and assets of the Club and such right, title and interest shall thereupon become vested in the Club.  Upon written application of the appropriate representative of such
deceased Corporate Member’s estate within one hundred twenty (120) days of the Corporate
Member’s death, a Corporate Membership and the related stock certificate shall be re-issued in
the name of any member of the immediate family of such deceased Corporate Member, over
twenty-one (21) years of age, subject to approval of the Board of Directors, without payment of any Initiation Fee.  If, however, no request for the issuance of a Corporate Membership is made within one hundred twenty (120) days after the Corporate Member’s death, the Stock Purchase
Price, less obligations of the deceased Corporate Member to the Club, shall be paid to the
personal representative of the deceased Corporate Member’s estate.  Upon the death of a
Corporate Member, any seniority rights relative to his or her stock certificate terminate for all
purposes under these Bylaws.

(b)        The death of a Privileged Member shall operate as a release of all right, title and
interest to and privileges of the Club.  Privileged Membership shall not be assignable or
transferable and such Membership shall terminate upon the death of the Privileged Member;
provided that upon written application of a surviving spouse within one hundred twenty (120)
days from the date of death of a Privileged Member, the Board of Directors in its sole discretion
may transfer such Membership to such surviving spouse.  No Initiation Fee shall be due in such
circumstances.

(c)        The right, title and interest that a Corporate Member has in the use, property and
assets of the Club by virtue of Corporate Membership are not transferable by judgment of
divorce or property settlement.  Corporate Membership, and the related issuance of a stock
certificate pursuant to a judgment of divorce or property settlement, shall only occur if (i)
expressly agreed upon in any divorce or property settlement, (ii) a request and application for
such transfer is made and endorsed by two Corporate Members, (iii) such application is approved
by a majority of the Membership Committee, and (iv) such application is approved by the Board
of Directors.  No Initiation Fee shall be due in such circumstances.  Any attempt to transfer or
issue Corporate Membership and/or capital stock of the Club without strict adherence to these
requirements of application, endorsement, and approval by the Membership Committee and
approval by the Board of Directors shall be null and void and shall constitute resignation from
Membership in the Club.  Any seniority rights in respect of any Resignation Priority List or
Eligibility List (as such terms are defined in Section 2.16) relating to the original stock certificate
shall terminate for all purposes under these Bylaws upon the issuance of a new certificate.

(d)        A judgment of divorce shall constitute a revocation of privileges of the Club to
the spouse of a Privileged Member.  Privileged Membership shall not be transferred to the
spouse by a judgment of divorce unless an application for such transfer is made to the Club and
endorsed by two Corporate Members, and thereafter approved by a majority of the Membership
Committee and finally approved by the Board of Directors. No Initiation Fee shall be due in such
circumstances.

 

 

Section 2.16 – RESIGNATION

(a)        If a Corporate Member desires to resign or to convert the Corporate Membership
to a Privileged Membership other than Life Membership, the Corporate Member shall tender his
or her stock certificate to the Club, endorsed in blank and accompanied by a written resignation.
The resignation will be accepted and become effective when (i) the Board of Directors has
approved a qualified applicant to take the place of the resigning Corporate Member, (ii) such
applicant has accepted Corporate Membership and (iii) all obligations of the Corporate Member to the Club are paid in full (including, but not limited to, any unpaid Assessments). The resigning Corporate Member’s capital stock shall be subject to a lien on such Corporate Member’s capital stock until all obligations of the Corporate Member to the Club are paid in full. If no qualified applicant is immediately available to take the place of a resigning Corporate Member, he or she may submit a written request to the Board of Directors to resign his or her Membership.  At its sole discretion, the Board of Directors will determine whether to approve the Corporate Member’s request to resign and the terms and conditions of such resignation.  If the Board of Directors approves the request, the Corporate Member will (i) forfeit his or her stock  certificate  and  any  Stock  Purchase  Price    therein  and  (ii)  pay  to  the  Club  an accommodation fee.  The accommodation fee will be determined by the Board of Directors and shall be no less that the equivalent of one (1) year of Dues and no more than three (3) years of Dues at the then current rate for Corporate Members. If no qualified applicant is immediately
available to take the place more than one Corporate Member desiring to resign or convert to
another Membership class, the Board of Directors shall establish a Resignation Priority List (as
defined in Section 2.16(b)) to administrate the requests for resignation or conversion.  The Board
shall have full discretion with respect to the interpretation and administration of any such
Resignation Priority List, and no rights shall deem to exist in any Member by virtue of his or her
placement on such Resignation Priority List.

(b)        “Resignation Priority List” means any formal or informal list(s) or other means of
establishing or assigning the order and relative priority among Corporate Members with respect
to the acceptance and effectiveness of their resignation or conversion to another Membership
class.  An administrative list that solely tracks the date that a Corporate Member will become
eligible for Life Membership or any other category of Privileged Membership maintained from
time to time in the Membership Appendix shall be considered an “Eligibility List.” Any
Eligibility List maintained from time to time will not be considered to be a Resignation Priority
List.

(c)        If a Privileged Member desires to resign, the resignation in writing will be accepted and become effective only when all obligations of the Privileged Member to the Club are paid in full (including, but not limited to, any unpaid Assessments).

Section 2.17 – COMPLAINT PROCEDURE; CONDUCT AND SANCTIONS

(a)        Any Member in Good Standing may make complaints in respect of the actions of
other Members in accordance with this Section 2.17(a).  Prior to making any such complaint,
Members are required to demonstrate that they have used all reasonable efforts to communicate
with such other Members in an effort to resolve any disputes in good faith prior to filing any
Complaint.  Complaints by a Member in Good Standing in respect of (i) a violation of the Club’s
Governing Documents by another Member (or one of such Member’s family or guests including
any personal caregivers), or (ii) another Member (or one of such Member’s family or guests
including any personal caregivers) for conduct which adversely affects the reputation of the Club
or its Members, shall be made in writing to the Board of Directors and signed by the complaining
Member.  If the Board of Directors considers the charges so serious and important as to warrant a
hearing, it shall notify the complainant and the Member charged in writing to appear before the
Board of Directors (or a committee of the Board of Directors designated by the Board of
Directors or the President) for a hearing on a date at least ten (10) days subsequent to the date of
notice. The notice shall set forth the nature of the complaint, and shall include a copy of the
complainant’s written notice to the Board of Directors.  The Member charged shall appear at such  meeting  in  person  and  may  (with  the  permission  of  the  President)  also  bring  a
representative to such meeting, and at such meeting the complainant shall be required to give his
or  her  evidence in the presence of  the  Member charged  and  (if  applicable) his  or her
representative. Any such representative must in all cases be a Member in Good Standing.

(b)         If the Board of Directors becomes aware of any facts or circumstances (other than
pursuant to Section 2.17(a) above) that could reasonably be considered to be (i) a violation of the
Club’s Governing Documents by a Member (or one of such Member’s family or guests including
any personal caregivers) or (ii) conduct which adversely affects the reputation of the Club or its
Members, and the Board of Directors considers such facts and circumstances so serious and
important as to warrant a hearing (after the General Manager has attempted to address such
matter and recommends to the Board that further action by the Board is warranted), it shall notify
such Member in writing to appear before the Board of Directors (or a committee of the Board of
Directors designated by the Board of Directors or the President) for a hearing on a date at least
ten (10) days subsequent to the date of notice. Such actions may be based on reports by
employees, which shall be handled by the General Manager in a manner designed to preserve
employee anonymity.  The notice shall also set forth the nature of the facts and circumstances
underlying the basis for such hearing, taking such anonymity into account where appropriate.
Such Member shall appear at such meeting in person and may (with the permission of the
President) also bring a representative to such meeting who is a Member in Good Standing.

(c)         The penalty for violation of the Governing Documents or for conduct which adversely affects the reputation of the Club or its Members shall be reprimand, censure, suspension, revocation of Membership and/or determination that such Member is no longer a Member in Good Standing, as determined by the Board of Directors in its sole discretion.  A two-thirds (2/3’s) vote of the Board of Directors shall be required for suspension or revocation. Any such action by the Board of Directors shall in all instances be final. In the case of suspension, the Board shall, by its vote, specify the length of time thereof.

(d)        Members  whose  Membership  has  been  revoked  shall  not  be  eligible  to  a Membership in the Club except by approval of the Board of Directors on such terms as it may approve, including without limitation a requirement that such Member requesting reinstatement comply fully with the procedures for new Membership as then in effect.

(e)        The Board of Directors shall determine the treatment and terms of the return of any equity of any Member subject to discipline in accordance with this Section 2.17.  Any such determination by the Board of Directors shall in all instances be final.

 

Section 2.18 – NON-DISCRIMINATORY STATEMENT

The Club shall not discriminate against any Member or prospective Member on the basis of religion, race, color, national origin, age, sex, height, weight, marital status, and handicap or upon any other basis upon which discrimination is prohibited under Michigan law, with the exception of the minimum age requirements for Membership set forth herein.

 

ARTICLE III

FEES, DUES, ASSESSMENTS,
CHARGES AND DELINQUENCY

Section 3.1 – FEES, DUES, CHARGES & ASSESSMENTS

The Board of Directors shall have the power to set Fees, Dues, Charges and Assessments
for the use or purchase of products, services, facilities, equipment and property and determine the   amounts   and   methods   of   payment   not   otherwise   prescribed   in   these   Bylaws.
Notwithstanding the foregoing, Assessments shall not exceed, in any fiscal year of the Club, an
amount equal to one month of the then current Dues per Corporate Member without approval of
the Stockholders at a Stockholder Meeting.  Unless otherwise prescribed by these Bylaws or the
Membership Appendix, all Fees, Dues, and Charges are non-refundable.  All Assessments are
non-refundable, unless the Board of Directors determines that such Assessment, in whole or in
part, shall be added to the Stock Purchase Price of a Corporate Member’s capital stock.

Section 3.2 – DELINQUENCY

Any indebtedness of any Member to the Club is payable on or before the last day of the
month following the statement month.  Unpaid accounts are delinquent on the last day of the
month following the statement month.  The Club shall charge interest on unpaid and delinquent
accounts, at such rate as determined by the Board of Directors, as permitted under Michigan law.
If a delinquent account is not promptly paid, the General Manager and/or the Board of Directors
shall take whatever appropriate and necessary actions that may be required to obtain payment,
which actions shall include (but not be limited to) the suspension of any or all of the privileges of
such delinquent Member during the pendency of such delinquency and any other actions
permitted under Section 2.17.  Any Member so suspended shall not be considered a Member in
Good Standing during the continuance of such suspension.  All unpaid obligations to the Club of
a delinquent Member who is a Corporate Member shall be secured by and deducted from the
Stock Purchase Price of any existing stock in the Club.

ARTICLE IV

STOCKHOLDERS

Section 4.1 – ANNUAL MEETING

The Annual Meeting of the Stockholders (the “Stockholder Annual Meeting”) shall be
held on the third Tuesday of November, at 6:00 p.m. in the Clubhouse or at a location designated
by the Board of Directors.  All Corporate Members and Life Members shall be entitled to attend
each Stockholder Annual Meeting, with Stockholders being entitled to vote at such Meetings.
The Board of Directors shall comply with the provisions of Section 4.3 (Ballot Votes) and
Section 5.4 (Election of Directors) in connection with each Stockholder Annual Meeting.

 

 

 

 

Section 4.2 – SPECIAL MEETINGS

Special Meetings of the Stockholders of the Club (a “Stockholder Special Meeting”, and
together with the Stockholders Annual Meeting, each a “Stockholder Meeting”) may be called by
the Board of Directors or (in respect of any matter on which Stockholders are entitled to vote) by
any fifty (50) Stockholders on fourteen (14) days notice to all Stockholders.  All Corporate
Members and Life Members shall be entitled to attend each Stockholder Special Meeting, with
Stockholders being entitled to vote at such Meetings.  The notice of a Stockholder Special
Meeting (accompanied by an absentee ballot with respect to all issues to be voted upon at any
such meeting) shall be in writing and shall state the time, place and specific business of such
meeting.  Only the business specified in the notice of a Stockholder Special Meeting shall be
transacted at such meeting.  In connection with any Stockholder Special Meeting at which an
amendment to these Bylaws or a Major Project will be considered, the provisions of Section 4.3
(Ballot Votes), Section 8.1 (Amendments to Bylaws) and Section 8.2 (Capital Improvements)
must be complied with, as applicable, in respect of any Stockholder Special Meeting.

 

Section 4.3 – BALLOT VOTES

(a)        The Board of Directors shall conduct a ballot vote (a “Ballot Vote”) for purposes
of (i) the election of the Board of Directors pursuant to Section 5.4 hereof, (ii) the approval of an
amendment to these Bylaws pursuant to Section 8.1 hereof or (iii) the approval of a Major
Project proposal pursuant to Section 8.2 hereof.  The General Manager shall, at least fourteen (14) days prior to the relevant Stockholder Meeting, mail to each Stockholder a ballot on which
shall be printed a copy of this section of the Bylaws and such ballot proposals, together with a
summary description of the matter for which a Ballot Vote has been submitted.  The ballot shall
be mailed with two envelopes.  One envelope shall have an opaque interior and the words “Ballot
Only” printed on the front (the “Inner Envelope”).  The second envelope, a mailing envelope (the
“Outer Envelope”) shall be pre-printed with the name of the Secretary of the Club and pre-
addressed to the Birmingham Country Club with a Birmingham Post Office Box Number
assigned solely for the purpose of a Ballot Vote.  In the upper left hand corner of the Outer
Envelope a space shall be provided in which a Stockholder voting shall print and sign his or her
name and print his or her Club number where indicated.  The marked ballot shall be placed and
sealed in the Inner Envelope and returned in the Outer Envelope.  The ballot may be returned by
mail or deposited in a locked ballot box located in the main lobby of the Clubhouse at any time
up to one hour before the commencement of the relevant Stockholder Meeting.  The Secretary
shall, on the day of the relevant Stockholder Meeting, pick up the mailed ballots at the
Birmingham Post Office and with the Outer Envelope unopened, place the ballots in the ballot
box immediately upon arrival at the Clubhouse.  The ballot box will remain in the lobby until
picked up by the Tellers Committee (as defined below).  The Board of Directors may waive non-
compliance with the Ballot Vote procedures set forth in this Section 4.3(a) for non-compliance
items which do not in the judgment of the Board materially and adversely impact the integrity of
such Ballot Vote.

 

 

(b)         The President shall, at least one (1) day prior to the relevant Stockholder
Meeting, appoint three (3) Corporate Members in Good Standing (other than nominees and
members of the Board of Directors) to be the tellers committee (the “Tellers Committee”).  The
Tellers Committee shall approve each Outer Envelope as bearing the signature of a Stockholder
and then shall remove the Inner Envelope and deposit it, along with the other Inner Envelopes, in
a second container or ballot box in such fashion that there will be no basis for identifying the
voter.  When all of the Inner Envelopes have been thus deposited, they shall be opened in the
presence of the Tellers Committee. The votes shall then be counted by all of the members of the
Tellers Committee and the results reported to the President, who shall thereupon announce the
results to the Stockholders assembled at the relevant Stockholder Meeting.  No amendments,
changes, or repeals may be made to matters determined by Ballot Vote at the relevant
Stockholder Meeting by so called floor proposal.

Section 4.4 – QUORUM

(a)        Except as provided in Section 4.4(b) below, at any Stockholder Meeting, fifty (50) Stockholders present in person, or one hundred (100) Stockholders by a combination of being present in person and absentee ballot, shall constitute a quorum and be empowered to transact business.  Absentee voting by Stockholders (under procedures established from time to time by the Board of Directors) shall be permitted for all purposes and with respect to all matters arising at all Stockholder Meetings, provided that any such absentee ballots are received by the Club at or before the applicable Stockholder Meeting.  One hundred (100) Stockholder ballots cast in respect of a Ballot Vote shall constitute a quorum.  Voting by proxy shall not be permitted, whether at a Stockholder Meeting or by Ballot Vote.

(b)       Notwithstanding Section 4.4(a) above, for purposes of any Stockholder Meeting at which the sale of all or substantially all of the Club’s assets will be considered, the presence of two thirds (2/3’s) of all Stockholders shall constitute a quorum, and no ballot voting or absentee voting will be permitted.

Section 4.5 – INFORMATIONAL MEETINGS

The Board of Directors may call any informational meeting of the Stockholders upon reasonable prior written notice, for the purpose of dissemination of information, open discussion and receipt of recommendations on issues of concern to the Members of the Club.  No formal vote or action may or shall be taken at such informational meeting.

ARTICLE V

DIRECTORS

Section 5.1 – BOARD OF DIRECTORS

The management of the Club shall be under the direction and control of a board of
directors (each, a “Director”, and collectively the “Board of Directors”), consisting of a total of
twelve (12) Corporate Members in Good Standing and otherwise not ineligible for membership
on the Board of Directors pursuant to Section 5.2 below. At each Stockholder Annual Meeting,
there shall be three Directors elected for a four (4) year term to the Board of Directors.  Directors
shall also be elected to fill the unexpired terms of any previously elected director no longer in
office.  Directors may not be elected to serve for more than two consecutive full terms.  The term
of a Director shall commence or end, as the case may be, at the conclusion of the Stockholder
Annual Meeting.

Section 5.2 – INELIGIBILITY FOR BOARD OF DIRECTORS

  • Notwithstanding anything to the contrary set forth in these Bylaws, a Corporate Member
    will immediately become ineligible to serve on the Board of Directors and, if already serving on
    the Board of Directors, will immediately become ineligible to continue serving on the Board of
    Directors and be deemed to have resigned from the Board of Directors, upon (a) such Corporate
    Member taking any action to resign or convert to another category of Membership, including
    appearing on or enjoying the benefit of any Resignation Priority List, and (b) upon such
    Corporate Member ceasing to be a Member in Good Standing.
  • If a Corporate Member would otherwise be or become ineligible to serve on or continue serving on the Board of Directors on account of appearing on or enjoying the benefit of any Resignation Priority List, such Corporate Member will have the option to immediately elect to be removed from such Resignation Priority List, in which case such Corporate Member would be, or remain, eligible to serve, or continue serving on, the Board of Directors but would lose all previously accrued priority and benefits of
    having been on such Resignation Priority List and would not be allowed to appear again on the
    Resignation Priority List while serving on the Board of Directors or if not in Good Standing or
    otherwise subject to a pending Board sanction under Section 2.17 that remains in effect.

Section 5.3 – NOMINATION FOR ELECTION OF DIRECTORS

(a)        At least ten weeks prior to the Stockholder Annual Meeting (and reasonable efforts shall
be undertaken to start such process earlier), the Board of Directors shall appoint a nominating
committee of five (5) Corporate Members in Good Standing (the “Nominating Committee”),
which Nominating Committee shall not include any member of the Board of Directors.  It is the
duty of the members of the Nominating Committee to interview and select the best candidate(s)
for each vacancy on the Board of Directors.

(b)        The Nominating Committee shall select at least one (1) nominee for each vacancy that exists and report its selections to the Secretary of the Club at least four (4) weeks prior to the Stockholder Annual Meeting. The Nominating Committee shall use its best efforts to select a number of nominees that exceeds the aggregate number of vacancies to be filled at such Stockholder Annual Meeting, and to consider diversity in the nominees so selected, as determined in good faith by the Nominating Committee. The nominees shall be Corporate Members in Good Standing and not otherwise ineligible to serve on the Board of Directors pursuant to Section 5.2 above.

(c)        Any thirty-five (35) Corporate Members in Good Standing may nominate a nominee if such nomination over their signatures is presented to the Secretary at least twenty-one (21) days prior to the Stockholder Annual Meeting.  The names of candidates, including, if applicable, whether any such candidate is then on a Resignation Priority List, shall be posted in three (3) conspicuous places in the Clubhouse at least fourteen (14) days prior to the Stockholder Annual Meeting.

Section 5.4 – ELECTION OF DIRECTORS

The members of the Board of Directors shall be elected by Ballot Vote in accordance
with Section 4.3 hereof.  The information provided in connection with the Ballot Vote shall
include the names of all candidates, including (a) if applicable, whether such candidate is then on
a Resignation Priority List and (b) whether such candidate was nominated by the Nominating
Committee or by thirty-five (35) Corporate Members in Good Standing.  The three (3) nominees
receiving the greatest number of votes shall be elected to the four (4) year terms, subject to the
limitations set forth in Section 5.2 above.  Unexpired-term vacancies shall be filled by the
nominee receiving the next highest number of votes among the nominees up for election.  In the
event of a tie, the election of that member of the Board of Directors shall be by lot in the
presence of the Stockholders attending the Stockholder Annual Meeting.

Section 5.5 – VACANCIES

In the event of the death, resignation, disqualification or removal of a member of the
Board of Directors, the Board of Directors shall have the power to fill such vacancy with a
Corporate Member that is in Good Standing and not ineligible to serve on the Board of Directors
under Section 5.2 above. Any member of the Board of Directors so appointed shall serve until
the next Annual Stockholder Meeting at which time the unexpired term shall be filled by a vote
of the Stockholders.

Section 5.6 – MEETINGS

The Board of Directors shall hold regular meetings at least once every month, at such
times and places as may be designated by the President, and shall hold special meetings at the
order of the President or at the request of any four (4) members of the Board of Directors.
Notice of regular and special meetings of the Board of Directors shall be delivered to each
member of the Board of Directors not less than three (3) days before any such meeting.
Attendance at regular or special meetings of the Board of Directors may be in person, by
conference call or by video conference. The Board of Directors may also conduct special
meetings by email or other electronic means (so long as any business so conducted is ratified at
the next scheduled regular meeting of the Board of Directors).  The Board of Directors may
waive notice of any meeting by signing a waiver thereof in writing or by voice vote at the
meeting so held.

Section 5.7 – QUORUM

Seven (7) members of the Board of Directors (present in person, by conference
telephone, video conference, email, or other electronic means) shall constitute a quorum of the Board of Directors.  All required voting percentages (including majority voting) required for
Board action under these Bylaws shall be based on the number of directors that constitute a
quorum at such meeting for such vote, and not on the total number of directors serving on the
Board at such time.

Section 5.8 – ABSENTEEISM

Any member of the Board of Directors who is absent from two consecutive meetings without reasonable excuse (as determined by the Board of Directors) may be removed as a member of the Board of Directors and from any office held by such member by the Board of Directors.  Any such vacancy shall be filled in accordance with Section 5.5 hereof.

Section 5.9 – INTERPRETATION OF BYLAWS

(a)        The decision of the Board of Directors concerning any question involving the interpretation of these Bylaws shall be final and binding on all persons.

(b)        The Board of Directors should have authority to implement programs and
procedures that it deems necessary to promote and protect the Club’s financial well being and
stability.  If such procedures or programs are beyond the scope of or are in conflict with these
Bylaws, the Board of Directors shall have the authority to implement programs and procedures
on a temporary basis, to be reviewed annually by the Board of Directors to determine their
continuing appropriateness. The Stockholders must be provided with at least seven (7) days prior
written notice of the proposed temporary procedures or programs so as to afford them the
opportunity to communicate with the Board of Directors.  Thereafter, the Board of Directors
must approve the temporary procedures or programs (or any continuation thereof) by at least two
thirds (2/3’s) vote of the Board of Directors.

(c)        Notwithstanding anything in this Section 5.9 to the contrary, the Board of
Directors shall have no authority under this provision to take any action contrary to Article II
(Membership), Section 8.2 (Capital Improvements) or Section 8.3 (No Transfer of Club Assets).

ARTICLE VI

OFFICERS

Section 6.1 – BOARD ANNUAL MEETING AND ELECTION OF OFFICERS

The annual meeting of the Board of Directors (the “Board Annual Meeting”) shall be held immediately following the Stockholder Annual Meeting.  The Board of Directors shall elect a President, Vice-President, Secretary and Treasurer from the current Directors at the Board Annual Meeting.  No member of the Board of Directors shall serve more than two (2) years as President during the term of that member.  On or before the August meeting of the Board Directors, the Board of Directors shall elect from its members a President-Elect.

Section 6.2 – PRESIDENT

The President shall be the Chief Executive Officer of the Club.  The President shall
preside at all meetings of the Stockholders and the Board of Directors and shall be an ex-officio
member of any Committees formed by the Board of Directors.  He shall make regular reports to
the Board of Directors and annual reports to the Stockholders and shall exercise generally all of
the powers and perform the duties of supervision and management usually vested in the office of
president of a club of this character, subject in all cases to direction by the Board of Directors.

Section 6.3 – PRESIDENT-ELECT

The President-Elect will work closely with the current President in order to facilitate understanding of the duties, obligations and complexities of serving as President.   It is anticipated that the President-Elect will be elected as President.

Section 6.4 – VICE-PRESIDENT

The Vice-President, in the absence or disability of the President, shall perform all of the
duties of the President and, if the office of President shall become vacant, the Vice-President
shall hold the office of President until the vacancy shall be filled by the Board of Directors.

Section 6.5 – SECRETARY

The Secretary shall (a) attend all meetings of the Board of Directors and Stockholders, (b) preserve in the books of the Club true and complete minutes of the proceedings of all such
meetings, (c) give or cause to give all notices required by statute, law, resolution or these
Bylaws, (d) keep a record of all Members (including the Stock Purchase Price of each
Stockholder, as such Stock Purchase Price may be increased by any Assessments as determined
in accordance with Section 3.1 hereof), (e) issue, accept forfeiture of, or transfer the stock
certificates of the Club, (f) conduct or cause to be conducted all official correspondence of the
Club and (g) generally perform such other duties as delegated by the Board of Directors.  The
Secretary may delegate such responsibilities to the General Manager of the Club or his designee
as the Board of Directors may determine.

Section 6.6 – TREASURER

The Treasurer shall (a) have custody of all Club funds and securities, (b) keep in the
books belonging to the Club full and accurate accounts of all receipts and disbursements, (c)
deposit all moneys, securities and other valuable effects in the name of the Club in such
depositories as may be designated for that purpose by the Board of Directors and (d) render at
regular meetings of the Board of Directors (whenever requested by it) an accounting of his or her
transactions as Treasurer and of the financial condition of the Club.  The Treasurer may delegate
such responsibilities to the General Manager of the Club or his designee as the Board of
Directors may determine.

Section 6.7 – CHIEF OPERATING OFFICER

The General Manager shall serve as the Chief Operating Officer of the Club. The General
Manager/Chief Operating Officer shall (i) manage the affairs and direct the operation of the Club
subject to the direction of the President and the Board of Directors; (ii) hire, supervise, evaluate
and discharge all other Club employees; (iii) prepare budgets of revenues, expenses and capital
refurbishment and replacement for submission to the Finance Committee and for approval by the
Board of Directors; (iv) be authorized to incur expenses and capital expenditures in accordance
with the approved budgets, or as directed by the Board of Directors; (v) direct the administrative
affairs of the Club; (vi) attend all meetings of the Board of Directors; (vii) make reports of the
affairs of the Club to the President, the Board of Directors, and Stockholders, as requested by the
President or the Board of Directors; and (viii) be a non-voting member of all Committees formed
by the Board of Directors.  The General Manager shall assume such other responsibilities as may
be delegated by the President and shall report to the President on a day-to-day basis.

 

ARTICLE VII

COMMITTEES

Section 7.1 – CREATION AND APPOINTMENT TO COMMITTEES

The President, with the approval of the Board of Directors, may appoint such committees
(each, a “Committee” and collectively the “Committees”) as are deemed necessary to perform various functions and to insure proper operation and maintenance of the Club and club affairs.
Both Corporate and Privileged Members and their respective spouses may serve on Committees
by appointment by the President, including in such leadership roles as may be approved by the
President from time to time.  Each of (a) the President and (b) General Manager or his designee
(who shall be a Club employee and member of the management staff) shall be a non-voting
member of all Committees.  All actions of the Committees shall be subject to the direction and
approval of the Board of Directors and shall be non-binding and advisory in nature.

Section 7.2 – FINANCE COMMITTEE

There shall be at all times a permanent Finance Committee which shall consist of the
Club Treasurer and four (4) Members appointed by the President and approved by the Board of
Directors.  No member of the Board, other than the Treasurer, shall be appointed to the Finance
Committee.  Any member of the Finance Committee who subsequently becomes a member of
the Board shall immediately resign from the Finance Committee.  Each year one (1) new
member shall be appointed by the President with the approval of the Board of Directors for a
term of four (4) years to replace the member whose term is then expiring.  Any vacancy on the
Committee shall be filled in the same manner to complete the unexpired term.  The Finance
Committee shall plan, arrange, recommend and supervise the financial policies of the Club,
including a budget for each fiscal year.  All acts, procedures, and recommendations of the
Finance Committee are subject to the approval of the Board of Directors.

Section 7.3 – INVITATIONAL TOURNAMENT COMMITTEE

There shall be at all times a permanent Invitational Tournament Committee which shall
consist of the Golf Committee Chairperson and four (4) other Members appointed by the
President and approved by the Board of Directors.  The Golf Committee Chairperson shall not
act as the Chairperson of the Invitational Tournament Committee and no more than one (1) other
member of the Board of Directors shall be appointed to the Invitational Tournament Committee
at any one time.  Each year one (1) new member shall be appointed by the President with the
approval of the Board of Directors to replace the member whose term is then expiring.  Any
vacancy on the Invitational Tournament Committee shall be filled in the same manner to
complete the unexpired term. The Invitational Tournament Committee shall plan, arrange and
conduct the Annual Invitational Tournament.  All acts, procedures and recommendations of the
Invitational Tournament Committee are subject to the approval of the Board of Directors.

ARTICLE VIII

GENERAL

Section 8.1 – AMENDMENTS TO BYLAWS

The Board of Directors (or the Stockholders pursuant to Section 4.2 hereof) may propose
amendments to these Bylaws; provided that any such amendment must be approved by the
Stockholders solely by Ballot Vote in accordance with Section 4.3 hereof.  The Board of
Directors shall hold an informational meeting on such Ballot Vote at least twenty-eight (28) days
in advance of the relevant Stockholder Meeting.  The General Manager shall, at least fourteen

(14) days prior to the informational meeting, mail notice thereof and copies of such ballot proposals to the Stockholders.  Notwithstanding the foregoing, the Board of Directors may amend the Membership Appendix in accordance with the terms of Article II hereof.

 

Section 8.2 – CAPITAL IMPROVEMENTS

(a)        In the event a proposed project exceeds a cost of $250,000.00 or substantially
changes the character or nature of a golf hole (a “Major Project”), the Major Project must be
approved by the Stockholders by Ballot Vote in accordance with Section 4.3 hereof.  The Board
of Directors shall hold an informational meeting on such Ballot Vote at least twenty-eight (28)
days in advance of the relevant Stockholder Meeting.  The General Manager shall, at least
fourteen (14) days prior to the informational meeting, mail notice thereof and copies of such
ballot proposals to the Stockholders.

(b)        Notwithstanding Section 8.2(a) above, if an emergency condition or situation exists at the Club (as determined by the Board of Directors) and such emergency condition or situation requires an expenditure in excess of $250,000.00 or requires a substantial change in the character or nature of a golf hole, the Board of Directors, by an affirmative two-thirds (2/3’s) vote, may accelerate the schedule for approval by Ballot Vote, including the timing of notice, informational meeting, and requisite delivery of ballots, as the Board of Directors deems necessary to meet and alleviate the emergency condition or situation.

Section 8.3 – NO TRANSFER OF CLUB ASSETS

No real property or any other asset of the Club (other than de minimis assets) shall be
subject to transfer, conveyance, hypothecation, lien or encumbrance, including the granting of an
easement, without the approval of the Stockholders; provided that the Board of Directors may
approve the disposition of personal property and equipment in the normal course of business, so
long as such disposition does not materially interfere with the operation of the Club.  Stockholder
approval is to be obtained at the Stockholder Annual Meeting or a Stockholder Special Meeting
held in accordance with Sections 4.1 or 4.2 hereof.  This Section 8.3 shall not be construed to
prohibit the Board of Directors from arranging short-term seasonal unsecured financing, if
necessary, to enable prompt payment of routine accounts payable incurred by the Club.

Section 8.4 – PROTECTION OF NAME

No person or group shall be permitted to use the name “Birmingham Country Club” or any derivation thereof for any purpose without having first secured the approval of the Board of Directors and having agreed to be subject in all respects to the supervision of the Board of Directors.  Upon any such approval, no person shall be permitted to take part in or become a member of such group who is not a Member in Good Standing with the Club.

Section 8.5 – LIABILITY OF THE CLUB

The Club does not assume any liability with respect to any personal property brought upon or left in or on the Club’s premises by anyone, and any personal property of anyone, including that of a Member, guest, tenant, invitee or employee so brought into or upon the Club premises shall at all times be at the exclusive risk of the owner or possessor thereof, and, further, no officer, Member, agent, or employee of this Club is authorized to enter into any arrangement, understanding or agreement contrary to the provisions of this Section 8.5.

Section 8.6 – RECORDS AND NOTICE

All records pertaining to the past, current or future operation of the Club, including
books, Committee reports, reports of officers and the Board of Directors, and contracts are the
property of the Club.  The person(s) in charge of such records shall ensure that they are kept in
the office of the General Manager.  Notice of any sort to a Member as may be required under
these Bylaws is effective if it is sent by the Club to the Member by first class U.S. Mail to their
last known home address, as recorded in the Club’s business records.  Failure to notify the Club of any change of address shall be regarded as a waiver by a Member of any notice requirement provided in these Bylaws.

Section 8.7 – GUESTS

(a)        Only a Corporate Member may introduce more than three (3) guests for golf on
one day of regularly scheduled golf, for up to two (2) events per golf season, as approved by the
Board of Directors.  Members shall be responsible for the conduct and indebtedness to the Club
of their guests.  No guests shall be permitted the use of the golf course unless playing in the
company of one (1) or more Members.  A person shall not be introduced as a guest for golf more
than ten (10) times in one (1) calendar year (excluding Club tournaments and social golf events).
There is no restriction of the number of times a guest may be introduced for golf during the
twilight golf period.

(b)        The Board of Directors may approve the use of the golf course at any time for
selected organization events and waive the requirement of an accompanying member in each
playing group.

(c)        Parties of over sixteen guests shall not be permitted the use of the Clubhouse without the permission of a majority of the Board of Directors present at any meeting.

(d)        The Board of Directors may authorize the General Manager and/or the golf professional to extend courtesy and/or reciprocal club privileges to non-members.

Section 8.8 – GOLF OUTINGS AND TOURNAMENTS

(a)        For so long as the Club golf course is closed for golf to the Members on Mondays, the Board of Directors may approve Corporate Member-sponsored golf outings on those Mondays for the purpose of Club enhancement.

(b)        The Board of Directors may also approve Corporate Member-sponsored golf events on days other than Monday, but (i) only during periods when multiple guest play is permitted and (ii) any such single event does not include more than six (6) foursomes.  The sponsoring Corporate Member must participate in the event, although it is not required that a Corporate Member be in each foursome.  Notwithstanding the limit of six (6) foursomes, the Board of Directors may approve more than six (6) foursomes for Corporate Member-sponsored events scheduled prior to Memorial Day or after Labor Day.

(c)        Except for the Monday events described in Section 8.8(a) above, no “tournament” (defined as a PGA, LPGA or USGA-sponsored event but excluding any Club tournament) may be approved by the Board of Directors without the prior approval of the Stockholders at a Stockholder Annual Meeting or Stockholder Special Meeting called for that purpose.

 

ARTICLE IX

INDEMNIFICATION

Each Director and member of any Committee appointed by the Board of Directors of the
Club shall, to the fullest extent allowable under the laws of the State of Michigan as in effect
from time to time, be indemnified by the Club against all expenses and liabilities, including
attorney’s fees, reasonably incurred by or imposed on him or her in connection with any
proceeding to which he or she may be a party, or in which he or she may become involved, by
reason of his or her being or having been a Director and/or Committee member of the Club,
whether or not he or she is a Director or committee member at the time such expenses are
incurred, so long as he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Club or its Members.  The Club shall maintain a policy of officers’ and directors’ liability insurance and shall have the duty to defend the officers and directors of the Club with respect to actions reasonably believed by them to have been taken within the scope of their duties.

MEMBERSHIP APPENDIX

(Effective as of October 1, 2017)

 

To the extent that anything set forth in this Membership Appendix conflicts with, or is otherwise inconsistent with the Bylaws, the terms and provisions of the Bylaws shall control.

 

A.                CORPORATE MEMBERS:

  1. Corporate Members shall pay (a) an Initiation Fee of $37,500.00 and (b) a Stock Purchase Price of $2,500.00.

 

  1. Corporate Members shall pay all Operating Assessments and Capital Assessments as established by the Board of Directors in accordance with the Bylaws.

 

  1. Corporate Members shall pay the following Dues, Food and Beverage Minimums and Fees:

 

  • Corporate Dues of $620.00/month;
  • Food and Beverage Minimums for three quarters of $600.00/quarter;
  • Maintenance Fee of $100.00/month;
  • Mill River Plan Fee of $150.00/year (billed in January);
  • Practice Range Fee of $150.00/year (billed in February); and
  • All Sports Fee of $200.00/year (billed in March).

 

  1. Optional Fees are as follows:

 

  • Full Locker fee of $135.00/year;
  • Partial Locker fee of $67.50/year;
  • Club Storage Fee of $100.00/bag/year;
  • Hole in One Insurance Fee of $15.00/year; and
  • Golf Handicap Fee of $30.00/golfer/year.

B.                 ASSOCIATE MEMBERS:

Associate Members that are the surviving spouse of a Corporate Member or Life Member shall pay monthly dues of $155.00, no Food and Beverage Minimums, no Assessments and all of the Fees listed in Section A.

C.                LIFE MEMBERS:

  1. Members granted Life Membership prior to July 1, 2012, shall pay monthly dues of $155.00, no Assessments and all of the Fees listed in Section A.

 

  1. Members granted Life Membership on or after July 1, 2012, shall pay monthly dues of $310.00, 50% of any Assessments and all of the Fees listed in Section A.

 

  1. Life Members shall not pay any Food and Beverage Minimums, except that Members granted Life Membership after August 1, 2013, shall pay an annual Food and Beverage Minimum of $1,000.

D.                INTERMEDIATE MEMBERS:

  1. Intermediate Members shall pay no Initiation Fee or Stock Purchase Price.

 

  1. Intermediate Members under 31 years old shall pay monthly dues of $260.00, no Assessments, 25% of the Food and Beverage Minimums, and all of the Fees listed in Section A.

 

  1. Intermediate Members at least 31 years old and under 35 years old shall pay monthly dues of $315.00, no Assessments, 50% of the Food and Beverage Minimums and all of the Fees listed in Section A.

 

  1. On the Intermediate Member’s 35th birthday, the Intermediate Member shall then be deemed to be an applicant for Under 40 Membership.

 

  1. An Intermediate Member that resigns shall not be eligible to re-join as an Intermediate Member for a period of eighteen (18) months from the date of such resignation.

 

  1. A credit of $1,500.00 per year for each year of continuous Intermediate Membership shall be applied to the Initiation Fee upon conversion to Under 40 Membership.

E.                 SPECIAL MEMBERS:

 

1.      Under 40:

  • Persons at least 21 years old and under 40 years old may apply for Under 40 Membership.

 

  • An Under 40 Member shall pay in installments the non‐refundable Initiation Fee required for Corporate Membership at the time of his or her application as follows: (a) $5,500.00 upon acceptance of such Membership application and (b) $5,500.00 on each anniversary date of Membership thereafter, until the total Initiation Fee is paid in full; provided that as soon as the Under 40 Member reaches the age of 40, any balance of the Initiation Fee shall be due in full.

 

  • Under 40 Members shall pay monthly dues of $475.00 together with all of the Assessments, Food and Beverage Minimums and the Fees listed in Section A, except that those Members in the Under 40 classification as of August 1, 2013 shall not be liable for Capital Assessments.

 

  • When an Under 40 Member reaches the age of 40, the Under 40 Member shall pay the Stock Purchase Price required for Corporate Membership at the time of his or her application and convert to a Corporate Member or, if a Corporate Membership is not then available, convert to a Special Member Waiting for Corporate.

 

  • Failure to pay in full the Initiation Fee and Stock Purchase Price on the terms set forth herein shall constitute resignation from the Club.

 

  • In the event that an Under 40 Member or a former Under 40 Member requests the transfer of the Membership to an older spouse, approval of such transfer may be conditioned on payment of a “make-whole” amount equal to the difference (from time of application to the transfer) between (i) the total fees and dues that would have been paid if the older spouse had been the original Under 40 applicant and (ii) total fees and dues actually paid.

 

 

 

2.       Waiting for Corporate:

  • An approved applicant for Corporate membership (or an Under 40 Member who has reached the age of 40) who has paid in full the Initiation Fee required for Corporate Membership at the time of his or her application but is on a waiting list for Corporate Membership shall be a Special Member Waiting for Corporate and shall convert to a Corporate Member when he or she is notified that he or she is eligible to do so, at which time the Stock Purchase Price required for Corporate Membership at the time of his or her application will be due and payable in full.

 

  • Failure to pay in full the Stock Purchase Price on the terms set forth herein shall constitute resignation from the Club.

 

  • A Special Member Waiting for Corporate shall pay all of the Assessments, Corporate Dues, Food and Beverage Minimums and Fees listed in Section A.

 

3.       Installment:

(a)    An Installment Member shall pay the Initiation Fee listed in Section A plus an installment fee of $6,000 as follows: (i) $18,750.00 upon Membership, (ii) $10,000.00 upon the first anniversary of Membership, (iii) $10,000.00 upon the second anniversary of Membership and (iv) $4,750.00 upon the third anniversary of Membership.

 

  • An Installment Member shall pay all of the Assessments, Corporate Dues, Food and Beverage Minimums and Fees listed in Section A.

(c)    On the third anniversary of Membership, the Installment Member shall pay the Stock Purchase Price required for Corporate Membership at the time of his or her application and convert to a Corporate Member or, if a Corporate Membership is not then available, convert to a Special Member Waiting for Corporate.

(d)   Failure to pay in full the Initiation Fee and Stock Purchase Price on the terms set forth herein shall constitute resignation from the Club.

4.       Priority for Corporate Membership:

(a)    Priority for conversion to Corporate Membership will be as follows:  (i) Under 40 Members that were Intermediate Members (“Legacy Members”), (ii) Special Members Waiting for Corporate, (iii) Under 40 Members (other than Legacy Members), and (iv) Installment Members.

 

(b)   Priority for Corporate Membership among Legacy Members, among Under 40 Members, among Installment Members and among Special Members Waiting for Corporate shall be based upon the date and time of receipt of full payment of the Initiation Fee.

 

(c)    Any question as to the order of priority will be determined by the Board of Directors.

 

5.       Closed Special Categories:

 

Golf Lite and Try Us On are closed Special Member categories effective as of November 1, 2016.  No new Special Members will be admitted to those categories from and after November 1, 2016.  Any Special Members who were in those closed categories as of November 1, 2016, will continue as “grandfathered” Special Members on the same terms as were in effect as of October 31, 2016.

 

F.                   NON-RESIDENT MEMBERS:

 

  • Non-Resident Members shall pay monthly dues equal to (i) 25% of the Corporate Dues ($155.00) from October through May and (ii) 100% of Corporate Dues ($620.00) from June through September.

 

  • Non-Resident Members shall pay no Assessments, no Food and Beverage Minimums and all other Fees listed in Section A.

G.                 CLERGY MEMBERS:

Clergy Members shall pay monthly dues of $180.00, no Food and Beverage Minimums, and all other Fees listed in Section A.  Clergy members shall pay no Capital Assessments but shall be subject to Operating Assessments.

 

H.                 HONORARY MEMBERS:

Honorary Members shall not pay or be subject to Initiation Fees, Dues, Assessments, Food and Beverage Minimums.

 

I.                    SOCIAL MEMBERS:

A Social Member shall pay a non-refundable Initiation Fee of $10,000.00, monthly dues of $360.00 and all Assessments, Food and Beverage Minimums and non-golf related Fees listed in Section A.

 

J.                    BUSINESS CLASS MEMBERSHIP:

 

  1. A Business Class Member shall pay a non-refundable Initiation Fee of $40,000.00 upon acceptance of application for Business Class Membership. In accordance with the Bylaws, Business Class Members shall pay no Assessments. Business Class Members shall pay monthly dues of $745.00, and all of the Minimums and Fees, listed in Section A.

 

  1. Transfers permitted pursuant to Section 2.13(b) of the Bylaws shall require a non‑refundable Initiation Fee of $5,000.00.