The Plantation Residents Golf Club, Inc. By-Laws
Section 1.1 The name of the club shall be -The Plantation Residents Golf Club, Inc. (“The Club”)
Section 2.1 The Club has been created for the purpose of providing an entity to purchase and govern persons (the members) wishing to have access to and a license to use, upon payment of membership fees and dues then in effect, the golf facility located at The Plantation at Leesburg and to assure the equal enjoyment of the golf facility. The golf facility shall consist of the property on which the golf courses are located and all facilities serving the golf course which include the pro shop, restaurant, driving range, putting green, parking facilities, cart barn, and all other attendant golf facilities.
Section 3.1 The Golf Facility is owned by The Plantation Residents Golf Club, Inc., a corporation located at The Plantation at Leesburg, 4720 Plantation Blvd., Leesburg, FL 34748
Section 3.2 The Charter Equity and Golf Equity Members, (“The Equity Members”) shall have exclusive control, through its Board of Directors, of the operation and management of the golf facility and shall establish rules and regulations and membership policies for the golf facility. Only Charter Equity and Golf Equity Members are entitled to own stock in the Corporation. Only Charter Equity and Golf Equity Members shall have the right to vote on issues presented to membership for vote.
Section 4.1 Types of Memberships:
• Charter Equity Membership– Equity–Monthly Dues–Trail Fees–Privileges on Otter Creek and Cranes Roost
• Golf Equity Membership– Equity–Monthly Dues–Trail Fees–Privileges on Otter Creek and Cranes Roost
• Non-Equity Membership-Initiation Fee-Monthly Dues-Trail Fees-Privileges on Otter Creek and Cranes Roost
• Associate Member to Equity/Non-Equity Membership–Initiation Fees-Monthly Dues, Discount green fees on Otter Creek and Cranes Roost-one Associate Member to Equity Member, same household only
• Special Otter Creek Membership–Original Resident Members etc.
• Corporate Membership-Initiation Fee-Monthly Dues-Cart and Green Fees
Section 4.2 Membership (while being primarily Plantation Residents) will be open to everyone. Golf Equity/Non-Equity Memberships may be purchased by individuals living outside The Plantation. Trail fees will be charged to these non-resident members at the normal rate.
Section 4.3 Liability: Each member shall have personal liability and responsibility for and the obligation to pay all applicable membership fees, dues, charges and other fees attendant to membership in the Club or made for the use and enjoyment of the golf facility and services or for participation in Club programs and activities or golf facility programs or activities.
Section 4.4 All memberships must be held a minimum of six (6) months before they can be put up for resale.
Section 4.5 Resale of Golf Equity Memberships: Except as is provided in Section 4.7 below, any resale of Golf Equity Memberships must be made through The Club and shall be at the current price as The Board of Directors shall from time to time determine. When a Golf Equity Membership is offered for sale by a Member, it shall be sold to the first person on the purchaser`s waiting list maintained by The Club, provided that at least 300 Golf Equity Memberships have been sold. The purchaser`s waiting list will consist of all persons who have submitted a request to purchase an Equity Membership in the Club and have made a 10% deposit, which shall be held in a designated account with no interest accruing to the purchaser. The deposit is refundable upon request if the name is withdrawn from the purchaser`s waiting list. If at the time a membership is offered for sale, and there are no names on the purchaser`s waiting list, the membership will be placed on a separate seller`s waiting list maintained by The Club and sold in its turn after at least 300 Golf Equity Memberships have been sold. The member may withdraw the Golf Equity Membership from the seller`s waiting list at any time prior to its sale to a new member. Until such time as the selling member resigns in accordance with Section 4.8 below, he/she shall remain a member until such time as the Golf Equity Membership is sold, and shall retain all the privileges and obligations of a Golf Equity Member. When the Golf Equity Membership is sold to a purchaser, the resale price shall be returned to the selling member and the selling member shall no longer be a member of The Club.
Section 4.6 Resale of Charter Equity Memberships: A Charter Equity Membership cannot be resold as a Charter Equity Membership. If a Charter Equity Member wishes to resell his/her Charter Equity Membership, he/she shall so notify The Board of Directors in writing. The Club shall then break the Charter Equity Membership into five Golf Equity Memberships and shall then sell the memberships under the same provisions as are set forth in Section 4.5 above.
Section 4.7 Resale of Membership with Home: When a Golf Equity Member sells his/her home in The Plantation, he/she may also sell his/her Golf Equity Membership to the home purchaser. When a Charter Equity Member sells his/her home in The Plantation, he/she shall request The Board of Directors in writing to break his/her Charter Equity Membership into five Golf Equity Memberships, and he/she may also sell one or more of these Golf Equity Memberships to the home purchaser, and may also retain one or more of these Golf Equity Memberships. The Club shall then sell all remaining ones of these Golf Equity Memberships under the same provisions as are set forth in Section 4.5 above. Any resale of Golf Equity Memberships under this Section 4.7 shall be at the current price as The Board of Directors shall from time to time determine.
Section 4.8 Resignation: A Charter or Golf Equity Member who wishes to resign from The Club may do so at any time by submitting a letter to The Board of Directors stating his/her intention to resign and authorizing The Club to sell the membership at the current price set by the Board. The Club shall then sell the membership under the same provisions as are set forth in Section 4.5 above. Resignations of Non- Members shall also be by letter to The Board of Directors. However, any resignation of membership shall not relieve or release such member from the liability and responsibility for the payment of any debt or indebtedness owed by such member, whether for dues, fees or other charges incurred or otherwise due and payable by such member prior to the effective date of such resignation. Resignation shall not be effective until all debts or indebtedness of such member shall be paid in full. Dues will continue to accrue until the resignation becomes effective.
Section 4.9 Transfer of Equity Membership to Spouse: Upon request of an Equity Member in good standing, the Board of Directors shall re-issue the membership in the name of the spouse of the requesting Equity Member, who shall then become the owner thereof and assume the rights and responsibilities of Membership. Only one such re-issue shall be made for any Equity Membership.
Section 4.10 Death of an Equity Member: Upon the death of an Equity Member in good standing, The Board of Directors shall, upon request of the heir, reissue the Membership in the name of the heir, who shall become the owner thereof and assume the rights and responsibilities of Membership. If the heir requests, the Membership shall become inactive, and a new Membership issued and sold by The Club under the same provisions as are set forth in Sections 4.5 and 4.6 above.
Section 4.11 Sale or Transfer of Membership Prohibited: The sale or transfer of a membership in any manner other than those expressly stated above is prohibited.
Section 4.12 Maximum Equity Membership: Maximum Equity Membership is established at 400 consisting of 300 Golf Equity Memberships and 20 Charter Equity Memberships which shall eventually be broken into 100 Golf Equity Memberships.
Section 4.13 In the event an Equity Membership is sold pursuant to the provisions set forth above, then any and all of that selling Member`s unpaid and outstanding Membership Dues, other charges, and other fees attendant to Membership in the Club or made for the use and enjoyment of the Club facility, and services or for participation in Club programs and activities or golf facility programs or activities, shall be paid to the Club from the sale proceeds before the net sale proceeds is paid to the selling Member.
Section 4.14 Violation of Club Rules: Any Member who violates Club Rules may be censured, suspended or terminated. Complaint(s) of violation(s) shall be referred to the Director of Golf who shall conduct an investigation and resolve the complaint(s) or refer the complaint(s) to The Board of Directors who will render a decision in writing.
Section 5.1 Establishment: The amount of all Membership fees and dues and other fees and charges shall be determined and established by The Board of Directors and/or “The Club” Lessee”. Dues and all fees shall be due the first day of the month and shall be deemed delinquent if not paid by the tenth day of the month in which they are due.
Section 5.2 Subject to taxes: All fees, dues and other charges shall be subject to all applicable taxes pursuant to all local, state and federal laws and ordinances.
Section 5.3 Membership accounts: All members will be assigned a Membership number.
Section 5.4 Delinquent accounts: If any member account payment is not made within 30 days of its due date, the Member will be notified of suspension from use of the Club Facilities. If payment is not made within 60 days of its due date, The Member will be notified of termination of the Membership. The Club shall have a lien against a delinquent Equity Membership. The Club can at this time chose to reissue the Membership and deduct any and all delinquent fees, dues and other charges that are in arrears from the sale price of the Membership which will be placed on the waiting list for resale.
Section 5.5 Personal Liability: Each member shall be personally liable and responsible for all purchases charged to his/her account, whether made by the Member or his/her spouse or family or authorized guests.
Section 6.1 Annual Meeting: The annual meeting of the Members of this corporation shall be held at the time and place designated by the Board of Directors of the corporation. The annual meeting shall be held during the month of January of each year. Business transacted at the annual meeting shall include the election of directors of the corporation.
Section 6.2 Special Meetings: Special meetings of the Members shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than one-third (1/3) of all the shares entitled to vote at the meeting. A meeting requested by Members shall be called for a date not less than ten nor more than sixty days after the request is made.
Section 6.3 Notice: Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the meeting, either personally or by first class mail or Electronic Messaging to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.
Section 6.4 Membership Quorum and Voting: The voting Members present, in person or by written proxy at any meeting shall constitute a quorum. For purposes of any vote by The Equity Members, a majority of The Equity Members present or voting by written proxy shall qualify as a valid vote except as provided in Sections 7.11 and 9.4. Each Equity Member in good standing shall be entitled to one (1) vote.
Section 6.5 Proxies: A Member may vote either in person or by proxy executed in writing by the Member or his duly authorized attorney-in-fact.
Section 6.6 Presiding Officer: The appropriate officers of the corporation shall preside over all meetings of the Members provided, however, that in the absence of an appropriate corporate officer at any meeting of the Members, the Members present at the meeting shall, by majority vote, choose any person present to act as presiding officer of the meeting.
Section 6.7 Conduct of Meetings of Members: Meetings of Members generally shall follow accepted rules of parliamentary procedures.
Section 6.8 Order of Business: The suggested order of business at the annual meeting of Members, and insofar as possible at all other meetings of the Members shall be:
- Calling meeting to order.
- Proof of due notice of meeting.
- Reading and approval of any unapproved minutes.
- Report of Board of Directors.
- Reports of all officers and committees.
- Old business.
- New business.
- Election of Directors.
- Open Forum.
Section 7.1 Function: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of the Board of Directors.
Section 7.2 Qualification: Each member of The Board of Directors shall be an Equity Member in good standing at the time of appointment and at all times during his/her term of office.
Section 7.3 Compensation: No Director of the Corporation shall receive any compensation for his or her services. Members of the Board of Directors, with prior written approval and consent, shall be entitled to reimbursement for all expenses reasonably incurred in the performance of their duties on behalf of The Club.
Section 7.4 Duties of Directors: A director shall perform his duties as a director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
Section 7.5 Number: This corporation shall have five (5) directors.
Section 7.6 Elections: The Board President shall, at least eight (8) weeks before the Annual Meeting, appoint a nominating committee and such committee shall nominate at least one person for each vacancy occurring by the expiration of the term of office of such members of the Board. All persons nominated shall be Equity Members in good standing. The names shall be posted in conspicuous locations and shall include a notice of the Annual Meeting. Nominations from the floor will also be accepted. All Members of the Board of Directors shall be elected for a term of three years. Immediately following the annual meeting, the new Board of Directors shall meet to elect, from among themselves, the Officers of The Club who will serve in those positions for the upcoming year. The President`s office shall not be filled by one of the newly elected Directors except after the first annual meeting. The Board will be elected by the Charter and Golf Equity Members except the first Board will be appointed by the PRGC Committee that developed the purchase plan for the facilities. Three (3) members of the first Board will serve for one (1) year, two (2) members of the first Board will serve for two (2) years, and two (2) members of the first Board will serve for three (3) years. All elected terms will be for three (3) years. The number of directors may be increased or decreased from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. Directors cannot serve successive terms.
Section 7.7 Removal of Directors: At a meeting of Members called expressly for that purpose, any director may be removed by a vote of a majority of the Equity Members.
Section 7.8 Vacancies: A director vacancy because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors, whose term of office will expire at the next annual meeting. At that next annual meeting, an Equity Member in good standing, who may but need not be the Director so appointed, shall be elected to fill the balance of the term of the office.
Section 7.9 Quorum: A majority of the whole number of Directors shall constitute a quorum for the transaction of business by the Board of Directors, provided however, that if vacancies exist on the Board for any reason, a majority of those remaining Directors shall constitute a quorum for filling of such vacancies. For purposes of any vote of the Directors, each Director shall have one vote.
Section 7.10 Special Meetings: Special meetings of The Board of Directors may be called by the President, or by the Secretary upon written request signed by at least three (3) Directors. Notice by any means shall be given at least three (3) days before the date of the meeting but said notice can be waived if five (5) out of the seven (7) Directors agree.
Section 7.11 Indebtedness: The Board of Directors shall not create indebtedness exceeding normal operating expenses. Any indebtedness exceeding normal operating expenses can be authorized and created only at a meeting of the Members and shall require an affirmative vote of the Equity Members representing fifty percent (50%) plus one of the total Equity Members in good standing voting either in person or by written proxy. The notice of the meeting shall specify the amount and type of such indebtedness to be created.
Section 8.1 The Officers of the Board of Directors shall consist of the following: President, Vice President, Treasurer, Secretary, Membership Chairperson, Greens, Committee Chairperson, Operations, Committee Chairperson.
Section 8.2 Powers and Duties of Board Members: President: Exercise general supervision over the business affairs of The Club. Preside at all meetings of The Club and Board of Directors. Call all meetings as required. Make appointments as required. Co-sign checks issued by the Treasurer. Report the business of The Club to the membership at regular scheduled meetings. Appoint an outside accountant to examine the condition of the books and financial records of The Club, render an opinion of same and report the results to the membership at the next scheduled meeting. Countersign all membership certificates. Vice President: Perform all duties of The President in his absence. Shall perform such other duties as may be prescribed by the Board of Directors or by the President. Secretary: Keep a full and complete record of all club meetings. If the Secretary is not available, The President will appoint a Secretary pro tem. Prepare and mail such notices as required by these By-Laws and which the Board of Directors deems necessary for the notification of members. Maintain official correspondence of the club. Maintain membership accounts which will include names, addresses, phone numbers, and e-mail addresses. The secretary will assume the responsibility of the membership chair person. Shall perform such other duties as may be prescribed by the Board of Directors or by the President. Treasurer: Receive and safely keep all monies of the club and deposit same in such bank as directed by The Board of Directors. Cosign all checks with at least one (1) other Board Member and assure that all expenditures are made by check only. Keep a full and accurate account of the receipts and disbursements of the club and to render to The Board of Directors, upon demand, a statement of accounts of the financial conditions of the club. Maintain a voucher for all indebtedness which is paid or to be paid until audited. Shall perform such other duties as may be prescribed by the Board of Directors or by the President. Greens Committee Chairperson: Chair a Greens Committee which will make recommendations to The Board of Directors regarding the maintenance of the golf courses and golf facilities. The Greens Committee Chairperson shall assume the duties of the Operations Chairperson which will make recommendations to The Board of Directors regarding the operation of the golf club and facilities. Shall perform such other duties as may be prescribed by the Board of Directors or by the President.
Section 8.3 Removal of Officers: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby. Any vacancy, however occurring, in any office may be filled by the Board of Directors.
Section 8.4 Compensation: No Officer of the Corporation shall receive any compensation for his or her services. An Officer, with prior written approval and consent, shall be entitled to reimbursement for all expenses reasonably incurred in the performance of their duties on behalf of The Club.
Section 9.1 Indemnification: The Club shall indemnify all persons made or threatened to be made a party to a proceeding by reason of the former or present official capacity of that person.
Section 9.2 Insurance: The Club may purchase and maintain insurance on behalf of any person who may be indemnified to the extent of such person`s right to indemnity under this Article.
Section 9.3 Bonding: All Directors of The Board shall be bonded in an amount determined by the Board of Directors.
Section 9.4 Changes: Any amendment to these By-Laws must be presented by a petition containing the signatures of at least thirty (30) Equity Members in good standing. Good standing is understood to mean a member who is paying monthly dues and is current. Proposed changes shall be included with the meeting notice. Changes to these By-Laws can only be made at the Annual Meeting. Any amendment to these By-Laws shall require an affirmative vote of the Equity Members representing 50 percent plus one vote of the total Equity Members in good standing voting, either in person or by written proxy on the suggested change.