By-Laws Los Verdes Men’s Golf & Country Club, Inc.

ARTICLE I - NAME

The name of this organization shall be LOS VERDES MEN’S GOLF and COUNTRY CLUB.

ARTICLE II - PURPOSES

To create an atmosphere wherein members can share their enthusiasm for the game of golf through competition and camaraderie.

• To establish and maintain honest USGA/SCGA handicaps for members of the Club.
• To conduct Golf Tournaments and other events.
• To cooperate with the County of Los Angeles and the American Golf Corporation in maintaining the Los Verdes Golf Course and Facilities.
• To establish and maintain membership in and to cooperate with the rules and regulations of the Southern California Golf Association.
• To conduct all other events from time to time, which, in the judgment of the Board of Directors, shall be deemed proper.

ARTICLE III - MEMBERSHIP REQUIREMENTS

Section 1. Regular members: Any male person over the age of 18 years, regardless of race, creed, or color, shall be eligible for membership in the Los Verdes Men’s Golf and Country Club, Inc.

Section 2. Applications for membership shall be filed with the Membership Chairman of the Club upon a written or electronic form. After qualification by the Membership Chairman and after paying assessments and dues, the applicant shall become a member of the Club.

Section 3. The Membership Chairman of the Club, upon receipt of a properly completed application form, shall record all applications in numerical order as received, and date same. Membership applications shall be considered in numerical order as received and shall be publicly posted at Los Verdes Golf Course.

Section 4. Total regular membership in the Los Verdes Men’s Golf and Country Club, Inc. shall be limited to 650 members, The limited may be adjusted at any time by a majority vote of the Board of Directors. In the event the limit has been reached, a waiting list shall be established. Applications for membership shall thereafter be accepted as openings occur from those on the waiting list, in numerical order as received.

Section 5. Honorary Members: Any person who has performed some distinguished public service or meritorious service in the interest of the game of golf or to the Los Verdes Men’s Golf and Country Club, Inc., may be designated an honorary member of the club at the pleasure of the Board of Directors. Honorary members shall not be considered in the totals set forth under Article III, Section 4, hereof.

Section 6. Only members in good standing may participate in Club activities.

Section 7. Associate Members: Those prospective members within that group, currently specified by the Board of Directors, on the official LVMC waiting list who elect to exercise this option. Upon payment of a prescribed annual dues by the date of the January General meeting, such Associate Members would have an official handicap maintained and certified by SCGA. In addition, they would be placed on the regular distribution list to receive the Club publication and other official communications. Associate Members would be eligible to attend all general meetings and social events. Associate Members would not be eligible to vote or participate in any LVMC tournament activities. No other privileges are implied or intended.

Section 8. Emeritus Member: This category of membership will be made available, by their own election, to those individuals who have been regular members, in good standing, of the Los Verdes Men’s Club for at least eight (8) years prior to the year they elect to become an emeritus member. Emeritus members will be required to resign their regular membership and will not be allowed to participate in the regularly scheduled monthly tournaments, or in the annual satellite tournaments. Emeritus members will be able to participate in away events (bus trips) provided they meet all deadlines announced by the bus trip chairman. Emeritus members will receive all regular LVMC publications. The fee for emeritus membership shall be set annually by the Board of Directors at a level sufficient to cover cost of printing and mailing materials. In addition, those emeritus members who wish to maintain an SCGA handicap will be billed for the cost of this service.

Section 9. Life Member: The Board of Directors may recommend life membership to any member who has made outstanding contribution to the Los Verdes Men’s Golf Club. Life membership must be approved must be approved by a majority vote of the Board of Directors. Life memberships will entitle holders to all privileges of the club and shall be exempt of annual dues.

ARTICLE IV - OBLIGATIONS AND DISCIPLINE

Section 1. The acceptance of membership in this Club shall bind each member to abide by all the conditions, rules, and regulations of the Club.

Section 2. Refusing or neglecting a strict and honorable compliance with the rules and regulations of the Club or with its decisions shall render any member liable to suspension or expulsion. Suspension or expulsion shall be by two-thirds vote of the Board of Directors in attendance at any regular or special meeting, a quorum being present.

Section 3. Specific grounds for disciplinary action shall include, but are not limited to: (a) Conduct and activities at the Los Verdes Golf Course or other golf courses or in the community generally that are unethical or dishonest: (b) Conduct that reflects negatively on the integrity of the Los Verdes Men’s Club or its members: (c) Conduct deemed to be unethical or dishonest in connection with playing the game of golf or the recording of golf scores, at home or away.

ARTICLE V - DIRECTORS

Section 1. The control and management of the affairs, funds and property of the Club shall be vested in the Board of Directors, which Board shall be always composed of not less than nine (9) members.

Section 2. The term of office of the members of the Board of Directors shall be for one year and shall correspond with the calendar year of the Club, namely, January 1 through December 31.

Section 3. The Board shall include, among the nine members, a President, Tournament Chairman, Handicap Chairman, Secretary, Treasurer and such other designated offices or categories as the Board shall from time to time deem necessarily included therein. Members of the Board, and holders of offices designated shall be determined in the manner hereinafter set forth. Progression in office shall not be implied by or governed by previously held positions.

Section 4. Vacancies on the Board of Directors, other than by annual election as hereinafter set forth, shall be filed by the Board, and such appointment shall continue for the duration of the term of the Director replaced.

Section 5. The Board of Directors shall be elected annually by the members of the Club as follows:

The President shall, not later than the 1st Monday of August of each year, appoint a Nominating Committee constituted as follows, the immediate Past President plus one other Past President, plus five regular members of the club. (Note: Except the immediate Past President, members of the current board may not serve on the nominating committee.) The immediate Past President will chair the nominating committee. The final slate of nominated officers must be approved by most of the committee.

1. The Nominating Committee shall submit to the membership of the Club electronically and/or at its September General Meeting, the names of at least nine (9) candidates for the Board of Directors for the next succeeding fiscal year of the Club, said candidates to be presented for election with reference to a specific office on the Board of Directors.
2. The slate of board members shall include, among the nine, the recommendations for President, Tournament Chairman, Handicap Chairman, Secretary, and Treasurer, and such other designated offices or categories as the Board shall from time to time deem necessarily included therein.
3. At the September General Meeting of the membership, nominations for the various offices may be made from the floor by members of the club in attendance at said meeting; provided, however, that the nomination so made is seconded and that the verbal or written acceptance of said nominee is tendered at said time. Nominations shall be for one office only. Also, in the absence of any nominations for any of the respective offices from the floor, nominations for that office shall be deemed closed and the nominated officer shall be elected upon the appropriate motion from the floor.
4. In the event of a contest between candidates for a particular office or offices, ballots setting forth the names of all candidates so nominated shall be communicated to all regular members of the Club not later than October 15, of each year and shall be returned to the principal office of the Club electronically or by mail, postage prepaid and postmarked/dated not later than November 1 of each year. Each regular member of the Club shall be entitled to one vote for each office or opening on the Board of Directors. Ballots shall be secret but a method of ascertaining who has voted shall be developed and a record kept of those who have voted, annually. Members may vote in person at the October General Meeting in lieu of mailing or electronically sending their ballot as heretofore set forth by presenting their ballot to the Secretary of the Club.
5. The candidate receiving the largest number of votes for each office shall be declared elected.
6. The results of the election of the members of the Board of Directors, and their designated offices to which elected, where applicable, shall be announced to the membership not later than the November General Meeting of the membership.
7. Only officers on the Board of Directors that have been elected by the membership are entitled to vote on issues placed before the Board of Directors.

Section 6. The immediate Past President shall be a member of the Board of Directors.

ARTICLE VI - OFFICERS

Section 1. It shall be the duty of the President to preside at all meetings of the Club and of the Board of Directors and to see that all the By-Laws and such rules and regulations as may be adopted by the Club are enforced; to supervise generally all affairs of the Club, and at the Annual Meeting, held in December of each year, to make a report of the activities and general business of the Club during the year just past. He shall appoint all committees and shall be ex-officio a member of same. In the absence or inability of the President to act, the First Vice President, in that order, shall perform all the duties of the President. If the President and the Vice Presidents shall be absent from any meeting, the Secretary shall call the meeting to order, and a temporary Chairman shall be chosen.

Section 2. The First Vice President shall be appointed Chairman of the Tournament Committee. The Second Vice President shall be appointed Chairman of the Handicap Committee.

Section 3. The Secretary shall keep a record of the proceedings at all Club meetings and maintain a file for that purpose, and he shall cooperate with the Treasurer in keeping matters of accounts of the Club. He shall conduct the official correspondence of the Club. He shall send all notices required and attend to such other business as may belong to the duties of his office, or as may be directed by the President.

Section 4. The Treasurer shall be Custodian of the funds of the Club. He shall deposit them in some depository or depositories. He shall disburse the same upon warrants, checks, or electronically approved by proper officers of the Club in settlement of Accounts Payable. The Treasurer shall keep the books of the accounts of the Club with the cooperation of the Secretary. The Treasurer shall render an actual account prior to each Annual Meeting and report on the financial affairs of the Club at the Annual Meeting. He shall perform such other duties as may properly belong to his office as he may be directed by the President. The Treasurer’s books and accounts shall be audited in March of each year by the Auditor, and at such other times as directed by the Board of Directors.

Section 5. All checks, bonds, contracts, or other instruments including electronic transfers necessary for the regular conduct of Club business shall be approved by not less than two officers of the corporation. For the purposes of this section, such signatories shall be any two from the President, First Vice President, Secretary and Treasurer. The Tournament Chairman shall be authorized to set up and operate a separate account on a single authorization system.

ARTICLE VII - MEETINGS

Section 1. Meetings of the Club shall be held at such place as may be determined from time to time by the Board of Directors. Notice of all meetings of the Club shall be given all members not less than five (5) days prior to the meetings, by posting on the LVMC Information Board.

Section 2. Regular meetings of the Board of Directors shall be held monthly at such place and at such time as shall be designated by the President.

Section 3. Special meeting of the Club may be called at any time by the Secretary upon the order of the President, or upon the written request of any five (5) members of the Board of Directors or ten percent of the total members.

ARTICLE VIII - QUORUM

Section 1. Official business of and by the Club at any regular or special meeting may not be transacted unless at least ten (10) percent of the regular members in good standing are present.

Section 2. Official business of and by the Board of Directors of the Club may not be transacted at any meeting of the Board of Directors unless at least five (5) members of the Board are present.

ARTICLE IX - DUES AND FEES

Section 1. The annual Dues, if any, of each class of membership, shall be designated by the Board of Directors and shall be for a period as established by the Board of Directors in accordance with SCGA renewal dates. The Membership Chairman shall send, electronically and/or mail notice of annual dues to all members two months prior to a deadline established in accordance with SCGA renewal dates. Dues not paid by the due date of each year shall be considered delinquent and any delinquent member shall be presumed not to be desirous of reinstating his membership for the following year. Any regular member who comes within the foregoing provisions and after the deadline shall seek membership by way of presentation of the delinquent dues, or otherwise, shall be referred to the Board of Directors in accordance with Article III, Sections 2, 3 and 4 shall be deemed to be a renewal of application for membership.

Section 2. An initiation fee shall be determined by the Board of Directors.

ARTICLE X - COMMITTEES

Section 1. Standing Committees: The following standing committees shall be approved and governed by the Board of Directors.

• Tournament: The duties of the Tournament Committee shall be to arrange and conduct tournaments.
• Handicap: The duties of the Handicap Committee shall be to determine the proper handicap for each playing member of the Club in accordance with the rules and regulations of the Southern California Golf Association. Handicap records shall be kept up to date and shall be kept in a place readily accessible to members.
• Membership: To collect dues, promote new memberships and investigate all applications for membership and to report to the Board of Directors recommendations thereon.
• Entertainment: To encourage and arrange general meetings and social events for the Club.
• Rules and Eligibility: To be thoroughly familiar with the rules of golf and have authority to settle disputes arising out of play under the rules of the game. To be prepared to discuss the rules of golf before the assembled members upon the request of the membership and permission of the President.
• Green: To be the liaison between the Club and the Management of the Los Verdes Golf Course in matters pertaining to the upkeep and conditions of play at the course.

Section 2. Special Committees: The President may appoint, from time to time, such other committees as may be necessary and/or advisable to carry out the purposes of the Club.

ARTICLE XI - AMENDMENTS

Section 1. These By-Laws shall not be changed or amended except by a two-thirds majority of regular members in good standing, present at a regular or special meeting that may be held for that purpose.

Section 2. All proposed changes of the Constitution, By-Laws and membership application forms shall be submitted to the Parks and Recreation Department of the County of Los Angeles for review and approval prior to the effectiveness thereof.

Section 3. Any change or amendment proposed by the Board, or the members shall be distributed electronically and/or by first class mail to the membership not less than ten (10) days nor more than ninety (90) days prior to a regular meeting of the membership at which it shall be considered. Approval by a two-thirds majority of the members present at such a meeting shall constitute adoption.

ARTICLE XII - DISTRIBUTION OF ASSETS UPON DISSOLUTION

Section 1. In the event of the dissolution of the corporation, or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property and assets of the corporation shall go and be distributed to such non-profit charitable corporation, municipal corporation, or corporations, as may be selected by the Board of Directors of this corporation so that the business properties and assets of this corporation shall in that event be used for, and devoted to, the purposes of carrying on a non-profit, non-political, non-sectarian activity, and in no event shall any of the assets or property, in the event of dissolution thereof, go or be distributed to members, either for the reimbursement of any sum prescribed, donated, or contributed by such members, or for any other such purpose, it being the intent that in the event of the dissolution of this corporation, or upon its ceasing to carry out the objectives and purposes herein set forth, the property and assets then owned by the corporation shall be devoted to the carrying on of the function and purposes of such non-profit, non-political, non-sectarian activity as the Board of Directors shall determine and direct.

ARTICLE XIII - PROCEDURE

Section 1. Robert’s Rules of Order shall govern procedure at all meetings, except as otherwise herein provided.

I, the undersigned, being the Secretary of the Los Verdes Men’s Golf and Country Club, Inc., do hereby certify the foregoing to be the By-Laws of said Corporation as adopted at a meeting of the Board of Directors held on the 7th September, 2021 by vote of all Directors, and as amended and approved by the General Membership after full reading before the members of said Corporation on the 13th day of October, 2021 and approved by Director, Department of Parks and Recreation of the County of Los Angeles, California on 19th day of October 2021.

Bill Uphoff