By-Laws

REDMAN ACRES ATHLETIC CLUB

BY-LAWS

 As Amended October 23, 2015

 

INDEX TO THE BY-LAWS

ARTICLE I – PURPOSES and POWERS of the CORPORATION

ARTICLE II – OFFICES and AGENT

ARTICLE III – MEMBERSHIP

Section 1: Membership Qualifications; Approval Process for Prospective Members

Section 2: Membership Classifications

Section 3: Change of Membership Status

ARTICLE IV – ASSESSMENTS

Section 1: Types of Assessments

Section 2: Initial Assessments

Section 3: Monthly Assessments

Section 4: Yearly Assessments

Section 5: Special Projects and Assessments

Section 6: Scheduling of Assessments – Borrowing

Section 7: Assessments for Members in United States Military Service

ARTICLE V – MEMBERSHIP MEETINGS

Section 1: Regular Meetings

Section 2: Special Meetings

Section 3: Quorum

Section 4: Proxies

Section 5: Right To Vote

Section 6: Procedure

ARTICLE VI – THE BOARD OF DIRECTORS

Section 1: Number

Section 2: Election and Term of Office

Section 3: Officers of the Board

Section 4: Meetings

Section 5: Quorum

Section 6: Powers

Section 7: Vacancies

ARTICLE VII – OFFICERS and DUTIES

Section 1: Officers

Section 2: Election and Term of Office

Section 3: Removal From Office

Section 4: Vacancies

Section 5: Duties of the President

Section 6: Duties of the Vice-President

Section 7: Duties of the Treasurers  

Section 8: Duties of the Secretary

ARTICLE VIII – ADOPTION and AMENDMENT of OPERATING RULES & REGULATIONS

ARTICLE IX – RULES of CONDUCT for MEMBERS and GUESTS

Section 1: Conduct and Responsibility
Section 2: Possession or Use of Alcoholic Beverages

Section 3: Possession or Use of Tobacco Products

Section 4: Possession or Use of Drugs Prohibited

Section 5: Consequences

ARTICLE X – CERTIFICATES OF MEMBERSHIP

ARTICLE XI – AMENDMENTS

ARTICLE XII – FISCAL YEAR

ARTICLE XIII – AUDITS

ARTICLE XIV – WITHDRAWAL, EXPULSION, REINSTATEMENT and DEATH of MEMBERS

Section 1: Withdrawal

Section 2: Expulsion

Section 3: Reinstatement

Section 4: Death

ARTICLE XV – INDEMNIFICATION AGAINST LIABILITIES and EXPENSESS in ACTIONS

ARTICLE XVI – DISSOLUTION

APPENDIX 1 – CERTIFICATE & ARTICLES OF INCORPORATION

APPENDIX 2 – AFFIRMATIVE ACTION PROXY FORM

 

 

 

BY-LAWS OF THE REDMAN ACRES ATHLETIC CLUB

As Amended October 23, 2015

 

 

ARTICLE I – PURPOSES and POWERS of the CORPORATION

Section 1:  The purposes of the corporation are stated in its Certificate and Articles of Incorporation, which have been affixed to the last page of this document as Appendix 1 and posted on GluttonsESS.com; to wit: “(a) To form an athletic and recreational club and association and in connection therewith to acquire and maintain a building and other real property with which to afford recreation to its members in the exercise of athletic and outside sports events, and to afford opportunity to its members for social entertainment; (b) To posses each and every power, privilege, right and immunity now or hereafter authorized  pursuant to the provisions of the [Missouri Nonprofit Corporation Act], and in addition thereto to have any other rights, privileges and powers granted by the laws of the State of Missouri to ordinary corporations so far as applicable to [nonprofit corporations].”

Section 2: The corporation has such powers as are now or may be hereafter granted by the Missouri Nonprofit Corporation Act, Chapter 355 Revised Statutes of Missouri.

 

ARTICLE II – OFFICES and AGENT

Section 1: The corporation shall have and continuously maintain in this state a registered office and a registered agent whose office is identical with such registered office.

Section 2: The corporation may have other offices within or without of the state of Missouri as the Board of Directors may from time to time determine.

 

ARTICLE III – MEMBERSHIP

Section 1: Membership Qualifications; Approval Process for Prospective Members

Section 1.1. Membership in the corporation shall be open upon the terms and conditions provided for in these By-Laws. Unless a person has been a member previously, he must first apply to become an Associate member.

Section 1.2. Any applicant for Associate membership must be at least twenty-one (21) years of age and be sponsored by a Resident or Life member.

Section 1.3. The sponsor shall: post a dated notice of said sponsorship; cause said notice to be published in the corporation newsletter; cause said notice to be recorded in the minutes of the next subsequent Board or Membership meeting; provide the applicant with a copy of the corporation’s “New Member Guidelines;” ensure that the applicant meets with the corporation’s Orientation Officer prior to the membership meeting where the vote to approve the membership of said applicant is to be considered; generally brief the applicant on what is expected of him by the Board of Directors (e.g., attend meetings and fundraising events); and ensure that the applicant knows that there are no guarantees that his membership will be approved by the members of the corporation.

Section 1.4. After the required notice of sponsorship and payment of his first Monthly Assessment, an applicant shall be known as a “Prospective member.” Prospective members shall have all rights and responsibilities of Associate members (including but not limited to paying a Monthly Assessment), except any right or responsibility specifically denied or restricted by these By-Laws or the Operating Rules & Regulations.

Section 1.5. The vote on whether to approve a Prospective member as an Associate member shall be considered at the first Membership meeting held at least ninety (90) days after the meeting when notice of his application was made and recorded in the meeting minutes. It is recommended, but not required, that the Prospective member be present at said meeting. Before said vote is taken, the sponsor, or his representative, shall stand and speak on behalf of the Prospective member. The vote shall be taken by secret (written) ballot. The President, or his representative, and the sponsoring member, or his representative, shall count the ballots. A Prospective member must receive a majority of the votes cast to be approved as an Associate member. Rejected Prospective members shall not be sponsored again for at least one (1) year from the date of such vote.

Section 1.6. Associate members shall remain in this classification until they are approved as a Resident member as provided in Article III, Section 3.1 of these By-Laws.

Section 2: Membership Classifications

Section 2.1. There shall be six (6) classes of members in the corporation:

Class One:       Resident
Class Two:       Non-Resident
Class Three:    Associate
Class Four:       Honorary
Class Five:       Life
Class Six:         Senior

Section 2.2. Resident members shall mean those members who have become a Resident member as provided in Article III, Section 3.1 of these By-Laws.

Section 2.2.1. Resident members shall have all rights of membership and all corporation privileges including, but not limited to, voting rights on corporation matters.

Section 2.2.2. In addition to the Initial Assessment and purchase of a Certificate of Membership referred to in Article IV, Section 2, Resident members shall be financially responsible to pay a Monthly Assessment as provided in Article IV, Section 3.1 of these By-Laws.

Section 2.3. Non-Resident members shall mean those former Resident members whose primary residence is outside the Greater St. Louis Area, who have been designated as Non-Resident members by the Board of Directors as provided in Article III, Section 3.2 of these By-Laws.

Section 2.3.1. The “Greater St. Louis Area” is defined as: the City of St. Louis, and Jefferson, St. Charles, and St. Louis counties in Missouri, and Madison, Monroe and St. Clair counties in Illinois.

Section 2.3.2. Non-Resident members should not be actively participating in the activities of the corporation, and generally do not visit the club more than once in a given month except for special events, or when visiting St. Louis from out of town two or three times a year.

Section 2.3.3. Non-Resident members shall have all corporation privileges except that they shall not reserve the Club, shall not be officers or members of the board of directors of the corporation, and shall not have voting rights on corporation matters.

Section 2.3.4. Non-Resident members shall be financially responsible to pay a Yearly Assessment as provided in Article IV, Section 4.1 of these By-Laws.

Section 2.4. Associate members shall mean those members who have joined the corporation as an Associate member as provided in Article III, Section 1 of these By-Laws.

Section 2.4.1. Associate members shall have all corporation privileges except that they shall not reserve the Club, shall not be officers or members of the board of directors of the corporation, and shall not have voting rights on corporation matters.

Section 2.4.2. Associate members shall not be financially obligated for the initial assessment referred to in Article IV, Section 2 and will not, therefore, be issued a Certificate of Membership, but shall pay a Monthly Assessment as provided in Article IV, Section 3.2 of these By-Laws.

Section 2.4.3. Associate members are expected to work at corporation functions, and shall attend a minimum of five (5) regular or special Membership and/or Board meetings during their first year of tenure in this membership classification.

Section 2.5. Honorary members shall mean those members recommended by the Board of Directors by a two-thirds (2/3) vote of the entire Board and approved as Honorary members by a majority of those members voting at a Membership meeting.

Section 2.5.1. Honorary members shall bear no financial obligation to the corporation, shall not hold a Certificate of Membership, shall not have voting rights on corporation matters and shall have corporation privileges only to the extent due their honorary status. As of March 4, 2015, the following have been approved as Honorary members: Lois Busch in 1964; Toddles* in 1966; Charles L. Wells*, Cecil Francis* and Elenore P. McGuire in 1971; Bob Starr* in 1979; Rod Hanebrink* in 1986; and Wrigley in 2008. (* Deceased)

Section 2.6. Life members shall mean those members recommended by the Board of Directors by a two-thirds (2/3) vote of the entire Board and approved as Life members by a majority of those members voting at a Membership meeting.

Section 2.6.1. To be recommended as a Life member, a Resident member must be in good standing (meaning the member’s dues and any special assessments are paid for the previous month) and have paid, in the aggregate, at least forty (40) years of assessments to the corporation.

Section 2.6.2. Life members shall have all rights of membership and all corporation privileges including, but not limited to, voting rights on corporation matters; but shall no longer be financially obligated to pay any assessments including, but not limited to, those listed in Article IV, Section 1. As of March 4, 2015, the following have been approved as Life members: David Brink, Jon Heacock, Daniel McGuire and William Yates; all approved in 2011.

Section 2.7. Senior members shall mean those individuals eligible to become Senior members as provided in this Section 2.7 of these By-Laws who filed written notice to the Board of Directors of their desire to become Senior members and made payment of their first Yearly Assessment.

Section 2.7.1. The following individuals are eligible for Senior membership until December 31, 2015, having generally been Resident members in good standing between 1965 – 1994 that paid Resident and/or Non-Resident Assessments for at least ten (10) years: Denny Abeln, M. David Beckett, John Bolesta, Herbert Borgmann, Stephen Bryan, Fred Buckhold, William Cameron, John Chamberlain, Robert Combest, Michael Cooper, James Dodd, Joseph Ennenbach, Allen Faber, Michael Green, Steven Finferd, David Heacock, Paul Heacock, William Holt, Frederick Horner, Dale Hotze, William Johnson, Steven Kettner, Dennis Kulkujan, Michael Mathews, Jerry McClure, Donald McGuire, Patrick McLean, William McNichols, Jeffrey Mesle, Michael Mesle, David Patrick, Larry Petersen, Gerard Pfeffer, Greg Pfeffer, Barne Ploch, Steve Porzelt, Richard Reid, Melvin Richardson, Edward Rolle, Stephen Schafermeyer, Gary Schirmer, Don Schoendienst, Phillip Skelly, Arnold Sullivan, John Tashler, James Temme, Daniel Toney and Michael Williams. Additional individuals with similar criteria may be designated as eligible for Senior membership at any time by a two-thirds vote of the entire Board of Directors. Note: As of March 4, 2015 the Board also designated John Gray, William Swanson and John Yorg eligible for Senior Membership.

Section 2.7.2. Senior members generally do not visit the club more than once in a given month except for special events, or when visiting St. Louis from out of town two or three times a year.

Section 2.7.3. Senior members shall have all corporation privileges except that they shall not reserve the Club, shall not be officers or members of the board of directors of the corporation, and shall not have voting rights on corporation matters.

Section 2.7.4. Senior members shall be financially responsible to pay a Yearly Assessment as provided in Article IV, Section 4.2 of these By-Laws.

Section 3: Change of Membership Status

 Section 3.1. Associate to Resident. A change of status from Associate member to Resident member shall be recommended by the Board of Directors by a two-thirds (2/3) vote of the entire Board and approved by a majority of those members voting at a Membership meeting. The membership’s vote shall be by secret (written) ballot and shall be counted by an elections committee appointed by the President. If not approved, the Associate member shall not be recommended for Resident membership again for at least one (1) year from the date of such vote.

Section 3.1.1. Associate members may apply to the Board of Directors to become a Resident member no sooner than one (1) year after their Associate membership was approved as provided in Article III, Section 1.5 of these By-Laws.

Section 3.1.2. If, and when, the Board recommends such change of status, it will forward such recommendation to the Membership for their consideration at the next scheduled regular or special meeting.

 Section 3.2. Non-Resident to Resident & Resident to Non-Resident. A change of status from Non-Resident to Resident member, or from Resident member to Non-Resident member, shall be approved solely by the Board of Directors by a two-thirds (2/3) vote of the entire Board.

 Section 3.2.1. Members in Military Service. Any Resident member in United States military active duty service stationed outside the Greater St. Louis Area shall be granted Non-Resident membership status for the duration of his tour away from St. Louis at any Board of Directors meeting by the majority vote of the Board members present at said meeting. Conversely, any such member shall be reclassified to Resident membership upon his permanent return to a Greater St. Louis Area primary residence at any Board of Directors meeting by the majority vote of the Board members present at said meeting.

 Section 3.3. Honorary to Resident. A change of status from Honorary member to Resident member shall be recommended by the Board of Directors by a two-thirds (2/3) vote of the entire Board and approved by a majority of those members voting at a Membership meeting.

 Section 3.4. Senior to Resident. A request to change status from Senior member to Resident member shall be approved solely by the Board of Directors by a two-thirds (2/3) vote of the entire Board.

 Section 3.5. Withdrawn or Expelled Member to Resident. See Article XIV, Section 3 of these By-Laws.

 Section 3.6. Resident to Life. A change of status from an eligible Resident member to Life member shall be recommended by the Board of Directors by a two-thirds (2/3) vote of the entire Board and approved by a majority of those members voting at a Membership meeting.

 Section 3.7. Resident, Non-Resident, or former member to Senior. If a Resident, Non-Resident, or former member is eligible to become a Senior member as provided in Article III, Section 2.7 of these By-Laws, he becomes a Senior member by giving written notice to the Board of Directors of his desire to become a Senior member and paying his first Yearly Assessment.

 

 

ARTICLE IV – ASSESSMENTS

Section 1: Types of Assessments

The corporation shall be financed by the following means:

  1. Initial assessments;
  2. Monthly assessments;
  3. Yearly assessments; and
  4. Special projects and assessments.

Section 2: Initial Assessments

Upon acceptance into this membership Class, all Resident members shall purchase, or make agreeable arrangements with the Treasurers to purchase, one Certificate of Membership in the corporation at the value set forth in Article X of these By-Laws. 

Section 3: Monthly Assessments

Section 3.1. Resident member Monthly Assessments (dues) are $20 per month, payable on or before the last day of each calendar month. Members failing to remit assessments on time will be charged a $5 late fee. The late fee will be calculated on a monthly basis and will not accrue. The late fee is payable with the Monthly Assessment to which it was added.

 Section 3.2. Associate (and Prospective) member Monthly Assessments (dues) are $25 per month, payable on or before the last day of each calendar month. Members failing to remit assessments on time will be charged a $5 late fee. The late fee will be calculated on a monthly basis and will not accrue. The late fee is payable with the Monthly Assessment to which it was added.

Section 4: Yearly Assessments

 Section 4.1. Yearly assessments (dues) for Non-Resident members are equal to one Resident monthly assessment ($20), paid annually in January after notice from the Treasurer posted no later than December 31 of the previous year.

 Section 4.2. Yearly assessments (dues) for Senior members shall be $50, paid annually in January after notice from the Treasurer posted no later than December 31 of the previous year.

 Section 4.3. Members failing to remit Yearly Assessments in full before February 1 will be charged a $5 late fee.

Section 5: Special Projects and Assessments

All Resident and Associate members shall be obligated to pay an equal share in special projects and assessments as may be voted on and passed by the Membership.

Section 6: Scheduling of Assessments – Borrowing

The Board of Directors may adopt a schedule of payments of fees and assessments to insure the adequate financing of the operations of the corporation. The Board may authorize the borrowing of money by the corporation to provide financing for its operations pending collections of fees and assessments.

Section 7: Assessments for Members in United States Military Service

Notwithstanding any other provision of these By-Laws to the contrary, Non-Resident members on United States military active duty service stationed outside the Greater St. Louis Area shall not be required to pay Yearly Assessments as otherwise required by Article IV, Section 4. Provided, however, that upon the Board of Director’s approval of any such member’s reclassification to Resident Membership, said Resident member shall be required to resume paying Monthly Assessments as required by Article IV, Section 3.1 starting on the first day of the month following his return to a Greater St. Louis Area primary residence.

 

ARTICLE V – MEMBERSHIP MEETINGS

Section 1: Regular Meetings
The Membership shall meet quarterly in January, April, July and October, at a date and time to be set, posted and published in the newsletter by the President.

Section 2: Special Meetings
Special meetings may be called by the President, the Board of Directors, or not less than ten per-cent (10%) of the Membership holding voting rights. At least twenty-four (24) hours personal notice must be given to members prior to holding a special meeting.

Section 3: Quorum
Seven (7) Resident and/or Life members shall constitute a quorum. The action of a majority of the members present or voting at a meeting shall constitute an act of the Membership of the corporation.

Section 4: Proxies

At any meeting, a member entitled to vote may vote by affirmative-action proxy clearly stating the specific issues his proxy may vote upon at that meeting. Said proxy shall be delivered to the President either in paper form or by a registered email before the commencement of the meeting. A sample proxy form has been affixed to the last page of this document as Appendix 2 and posted on GluttonsESS.com.

Section 5: Right To Vote
At any meeting, each Resident and Life member shall be entitled to one vote. However, the right of any Resident member may be challenged at any meeting by any voting member. If, upon challenge, the challenged Resident member is sixty (60) days or more delinquent in paying any assessment, he will be denied his vote at the meeting. The certification of the Treasurer of the corporation shall be the determining evidence in voting right challenges.

Section 6: Procedure
Membership meetings shall be conducted with Robert’s Rules of Order determining proper parliamentary procedure.

 

ARTICLE VI – THE BOARD OF DIRECTORS

Section 1: Number
The Board of Directors shall consist of seven (7) regular Board members and one (1) alternate Board member, who may be counted to make a Quorum and may vote if any regular Board member is absent at any meeting.

Section 2: Election and Term of Office
The members of the Board of Directors shall be elected by a vote of the Membership at the regular January Membership meeting each year. Each Resident and Life member is entitled to eight (8) votes and may not cast more than one (1) vote for any one (1) person.  The vote shall be by secret (written) ballot and shall be counted by an elections committee appointed by the President. The member getting the eighth (8th) highest vote count will be the alternate Board member. In the case of a tie vote, the regular and alternative Board member(s) shall be determined by lot from those persons receiving the same number of votes. Members of the Board shall serve one (1) year terms and hold office until their successors shall have been duly elected and qualified.

Section 3: Officers of the Board
The officers of the Board of Directors shall consist of a Chairman, Vice-Chairman, and a Board Secretary elected by the Board at the first meeting of their term.  The Chairman of the Board shall be the chief executive officer of the corporation and shall supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the Board and be ex-officio member of all committees.  The Vice-Chairman of the Board shall, in the absence of the Chairman, assume all the duties of the Chairman as stated in these By-Laws, and such other duties as from time to time may be assigned to him by the Chairman or the Board of Directors. The Board Secretary shall keep the minutes of the Board meetings in a book provided for that purpose and shall ensure that official correspondence is handled in an efficient and timely manner.

Section 4: Meetings
The Board of Directors shall meet monthly at a time and date to be determined by the Board for the transaction of corporation business. This meeting shall be open to all members. This meeting shall take place without notice other than this section of the By-Laws. All meetings will be conducted with Robert’s Rules of Order determining proper parliamentary procedure.

Section 5: Quorum
Four (4) members of the Board of Directors shall constitute a quorum. Except as prohibited by law, the Articles of Incorporation or these By-Laws, the action of a majority of Board members present at any meeting at which a quorum is present, shall constitute the action of the Board of Directors of the corporation.

Section 6: Powers
Subject to the provisions of law, the Articles of Incorporation, and these By-Laws, the Board of Directors shall have the following powers:

  1. To manage the affairs of the corporation;
  2. To elect or appoint officers;
  3. To appoint employees and agents of the corporation and define their duties, indemnify them and fix their compensation, if any;
  4. To amend the By-Laws of the corporation as provided in Article XI of these By-Laws; and
  5. To exercise other powers as may be granted to them.

Section 7: Vacancies

  • Section 7.1. Any vacancy occurring in the Board of Directors shall be filled as follows: (a) if the vacancy is one of the regular Board members, the alternate Board member shall fill the vacancy; and (b) if the vacancy is the alternate Board member, it shall be filled by the Membership as provided in Section 7.2.  
  • Section 7.2. The new alternate Board member shall be elected by the Resident and Life members at the next subsequent Membership meeting.  In the case of a tie vote, the alternative Board member shall be determined by lot from those persons receiving the same number of votes.
  • Section 7.3. A new regular or alternate Board member shall serve the un-expired term of his predecessor.

 

ARTICLE VII – OFFICERS and DUTIES

Section 1: Officers
The officers of the corporation shall be the President, Vice-President, two (2) Treasurers, a Secretary, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may appoint such other officers as seems desirable, with their duties to be prescribed by the Board.

Section 2: Election and Term of Office
The officers of the corporation shall be elected for one (1) year terms by the Board of Directors at the first Board meeting of their term each year. Vacancies may be filled, or new offices created and filled by the Board at any meeting. Each officer shall hold office until his successor shall have been duly elected and qualified.

Section 3: Removal From Office
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 may be served thereby.

Section 4: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the un-expired portion of the term.

Section 5: Duties of the President
The President shall preside at all Membership meetings. He may sign, along with the Secretary or other proper officer of the corporation authorized by the Board of Directors, any deed, mortgage, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these By-Laws, or by statute, to some other officer or agent of the corporation; and in general shall perform all the duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6: Duties of the Vice-President
In the absence of the President, the Vice-President will assume all the duties of the President as stated in these By-Laws, and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

Section 7: Duties of the Treasurers
The Board of Directors shall secure a bond for the two (2) Treasurers for the faithful discharge of their duties in such sum and with such surety as the Board shall determine. They shall have charge and custody of, and be responsible for, all funds and securities of the corporation from any source whatsoever, collect assessments and fees and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as selected by the Board of Directors, prepare a monthly financial report and semi-annual balance sheet and income statement, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to them by the President or the Board of Directors.

Section 8: Duties of the Secretary
The Secretary shall keep the minutes of the meetings of the Membership meetings in one or more books provided for that purpose; he shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate records and the seal of the corporation, and see that said seal is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

 

ARTICLE VIII – ADOPTION and AMENDMENT of OPERATING RULES & REGULATIONS 

The Board of Directors shall adopt, keep current, amend and enforce the Operating Rules & Regulations of the corporation. At a minimum, the Board shall review, and revise if necessary, said Rules & Regulations at the first Board meeting of their term each year, and after the adoption of any Amendment to these By-Laws.

 

ARTICLE IX – RULES of CONDUCT for MEMBERS and GUESTS

Section 1: Conduct and Responsibility
All members and guests shall be subject to the rules as set forth in these By-Laws and the Operating Rules & Regulations. Any member bringing a guest to the facilities of the corporation shall become liable for the actions of his said guest.

Section 2: Possession or Use of Alcoholic Beverages
The handling, possession, or consumption of alcohol by any person under the age of twenty-one (21) is expressly prohibited.

Section 3: Possession or Use of Tobacco Products

Section 3.1. The possession or use of tobacco products by any person under the age of eighteen (18) is expressly prohibited.

Section 3.2. During events when smoking areas are designated, all smoking of tobacco products shall be confined to such areas.

Section 4: Possession or Use of Drugs Prohibited
The handling, possession, consumption, or use of any controlled substance, narcotic, or hallucinogen, except when prescribed in the treatment of a person by a licensed physician or dentist, is expressly prohibited

Section 5: Consequences
The violation of these Rules of Conduct for Members and Guests, and/or the Operating Rules & Regulations adopted pursuant to Article VIII above, may result in a member being expelled from the corporation under Article XIV, Section 2 of these By-Laws.

 

ARTICLE X – CERTIFICATES OF MEMBERSHIP

All Certificates of Membership shall have a purchase value of one-hundred dollars ($100.00) per certificate. No one may hold more than one certificate, and the corporation shall have the right to limit the number of certificates. Certificates of Membership are non-transferable.  The Board of Directors may from time to time determine the current value of a Certificate of Membership.

 

ARTICLE XI – AMENDMENTS

Amendments to these By-Laws shall be vested in the Board of Directors according to Article VII of the Articles of Incorporation (which have been affixed to the last page of this document as part of Appendix 1 and posted on GluttonsESS.com), except that no amendment affecting standard or classes of membership, assessments, or number and term of directors shall be effective until affirmed by at least two-thirds (2/3) of all votes entitled to be cast at a Membership meeting called for this purpose.

 

ARTICLE XII – FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of May in each calendar year and shall end on the last day of April in each calendar year.

 

ARTICLE XIII – AUDITS

The Board of Directors shall have the right to designate, from time to time, in its sole discretion, any qualified member or members of the corporation to audit the books of the corporation.

 

ARTICLE XIV – WITHDRAWAL, EXPULSION, REINSTATEMENT and DEATH of MEMBERS

Section 1: Withdrawal

Section 1.1. Any member of the corporation may terminate his membership in the corporation.

Section 1.2. Notice of intent to withdraw must be given to the Board of Directors at least thirty (30) days prior to the effective date of withdrawal.

Section 1.3. Any member withdrawing for any reason will not be entitled to any refund in any amount theretofore paid to the corporation by said member. However, cases may be appealed to the Board of Directors on an individual basis.  If any member withdraws from the corporation, the corporation shall have the right to revoke his Certificate of Membership. The exercise of such right will be accomplished within thirty (30) days of the withdrawal date by a registered letter, signed by the President or other corporation officer, stating the certificate has been revoked under this section of the By-Laws.

Section 2: Expulsion

Section 2.1. A member may be expelled from the corporation only by the Membership for cause, which shall include, but not be limited to, the following:

a.  Failure of a member to pay his assessments;
b.  Repeated, willful violation of the Articles of Incorporation, these By-Laws, or the Operating Rules & Regulations of the corporation; and/or
c.  Conduct prejudicial to the best interests of the corporation. Provided, however, that expulsion on these grounds shall require not less than a two-thirds (2/3) majority vote of all eligible members.

Section 2.2. Expulsion for failure to pay assessments.

Section 2.2.1. Any Resident or Associate member becoming ninety (90) days, or more, delinquent in paying his Monthly and/or Special Assessments shall be subject to expulsion. At each Board meeting, the Treasurer shall report the names of all such delinquent members. The Board of Directors may send the member in question a letter specifying the charges against him and stating the date and time of the Board meeting to be held to discuss these charges. If, after discussion, agreement to settle the delinquent account cannot be reached, or the member fails to meet the provisions of any such agreement, the Board shall bring formal charges against the member to the Membership at any Membership meeting. If, after discussion, a majority of the total Resident and Life members at said meeting vote to expel the member in question, the member shall be sent a letter by the Board, signed by an officer of the corporation, stating that the member has been summarily expelled.

Section 2.2.2. Any Non-Resident or Senior member failing to pay his Yearly Assessment on or before January 31 of each calendar year shall be notified by the Board of Directors of his delinquency. If after said notice, his account is not brought into compliance by May 1, the Board may bring formal charges against the member to the Membership at any Membership meeting. If, after discussion, a majority of the total Resident and Life members at said meeting vote to expel the member in question, the member shall be sent a letter by the Board, signed by an officer of the corporation, stating that the member has been summarily expelled.

Section 2.3. Expulsion for causes other than failure to pay assessments.  Any three (3) members of the corporation may petition the Board of Directors in writing to expel a member for causes other than failure to pay assessments. Said petition shall specify the charges against the member. The Board shall then send the member in question a letter specifying the charges against him and stating the date and time of the Board meeting to be held to discuss these charges. If, after discussion, a majority of the Board members at said meeting vote to recommend the expulsion of the member, the Board shall bring formal charges against the member to the Membership at any Membership meeting. If, after discussion, a majority of the total Resident and Life members at said meeting vote to expel the member in question, the member shall be sent a letter by the Board, signed by an officer of the corporation, stating that the member has been summarily expelled; provided, however, that expulsion on the charge of conduct prejudicial to the best interests of the corporation shall require not less than a two-thirds (2/3) majority vote of all eligible members.

Section 3:  Reinstatement
A person who has withdrawn from membership in the corporation cannot be reinstated into membership without paying, or arranging with the Board of Directors to pay, past financial obligations to the corporation, if any. The Board of Directors shall, at the next regularly scheduled Membership meeting of the corporation, report the request for reinstatement and arrangements made to clear past financial obligations to the corporation, if any.  Immediately following the report from the Board, any Resident or Life member may call for a vote on reinstatement.  The vote shall be by secret (written) ballot. The President, or his representative, and the member calling for the vote shall count the ballots. A favorable majority of the votes cast shall result in the reinstatement of the member. Upon being reinstated, the member shall have all rights and responsibilities of a member.  If not reinstated, the withdrawn member shall not be recommended for reinstatement again for at least one (1) year from the date of such vote.

Section 4: Death
In the event of the death of a member, his Certificate of Membership shall become null and void.

 

ARTICLE XV – INDEMNIFICATION AGAINST LIABILITIES and EXPENSESS in ACTIONS

Each director or officer, or former director or officer of this corporation, and his legal representative, shall be indemnified by this corporation against liabilities, expenses, counsel fees and costs reasonably incurred by him or his estate in connection with, or arising out of, any action, suit, proceeding or claim in which he is made a party by reason of his being, or having been, such director or officer; and any person who, at the request of this corporation, served as director or officer of another corporation in which such corporation owned corporate stock, and his legal representatives, shall in like manner be indemnified by the corporation so requesting him to serve, provided that in neither case shall the corporation indemnify such director or officer with respect to any matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been liable for negligence or misconduct in the performance of his duties as such director or officer. The indemnification herein provided for, however, shall apply also in respect of any amount paid in compromise of any such suit, action, proceeding or claim asserted against such director or officer (included therewith), provided the Board of Directors of the corporation shall have first approved such proposed compromise settlement and determined that the director or office involved was not guilty of negligence or misconduct; but in taking such action any director involved shall not be qualified to vote thereon, and if for this reason a quorum of the Board cannot be obtained to vote on such matter, it shall be determined by a committee of three persons appointed by the members at a duly called special meeting or at a regular meeting. In determining whether or not a director or officer was guilty of negligence or misconduct in relation to any such matters, the Board of Directors, or committee appointed by the Membership, as the case shall be, may rely conclusively upon an opinion of independent legal counsel selected by the Board or said committee. Any compromise settlement authorized herein shall not be effective until submitted to and approved by a court of competent jurisdiction. The right to indemnification herein provided shall not be exclusive of any other rights to which such director or officer may be lawfully entitled.

 

ARTICLE XVI – DISSOLUTION

Dissolution of the corporation and any distribution of its assets shall only be conducted as provided in Sections 355.666 to 355.746, of the Missouri Nonprofit Corporation Act, Chapter 355 Revised Statutes of Missouri, as may be amended.

 

Amended March 4, 2015

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