Bylaws

 Corvallis Country Club 

1850 SW Whiteside Dr 

Corvallis, OR 97333 

BYLAWS 

Article I 

Name and Purpose 

The name of the corporation is Corvallis Country Club Inc. (the “Corporation”), an Oregon non-profit organization. This document sets forth the policies, roles and obligations of the Corvallis Country Club Board of Directors. To wit. 

1. Monitor Corvallis Holdings LLC and Corvallis Club (owner) to ensure they meet all obligations contained within the existing sales agreement. 

2. In cooperation with Owner, provide members with an annual, summary report on the financial health of Corvallis Club. 

3. Negotiate on behalf of the membership in exercising the option to purchase Corvallis Club assets, per existing agreement, in the event Owner elects to sell. 

4. Meet all administrative obligations of the Corvallis Country Club Inc. Board of Directors. 

Article II 

Definitions and Application 

Section 1. Owner 

Owner refers to Corvallis Holdings LLC and Corvallis Club which own and manage the 

facilities and golf course. 

Section 2. Anti-discrimination Clause 

Membership in the Corvallis Country Club, and by extension membership on its Board and committees shall not be granted or restricted based on gender, sexual orientation, race, ethnicity, religion or national origin. 

Section 3. Written Notice 

Written notice refers to communication to members using one or more modes, to include but not limited to the following: standard mail via United States Postal Service, electronic mail, notices posted within the Corvallis Club property. 

Article III 

Officers 

Section 1. Designation, Term of Office 

The officers of the Corporation shall be President, Vice President, Secretary, and Treasurer, and At Large, each of whom shall be a member of the Board of Directors and each of whom shall be elected in the manner prescribed herein. Each shall hold office from the 1st day of January following their election for one year or until a successor shall have been elected and qualified. No person shall be elected to the office of President more than twice in succession. 

Section 2. Duties and Authority of the President 

The President shall preside at all membership and Board of Directors meetings of the corporation and shall perform such other duties as may be required in the bylaws or by the Board of Directors. 

Section 3. Duties of the Vice President 

The Vice President shall act in the absence of the President and shall perform such duties as may be delegated by the Board of Directors. 

Section 4. Duties and Authority of the Secretary 

The Secretary shall keep an accurate and complete record of all meetings of the Corporation and the Board of Directors, shall issue notices of the meetings and elections, and shall have custody of the minute book of the Corporation. 

Section 5. Duties and Authority of the Treasurer 

The Treasurer shall have the custody of all funds of the Corporation and shall deposit the same in the name of the Corporation at such bank or banks as directed by the Board of Directors; and shall be responsible for reviewing financial communications from the owner intended for the membership. 

Article IV 

Board of Directors 

Section 1. Membership: Quorum 

The Board of Directors shall consist of not less than three (3) nor more than five (5) members made up of not less than two (2) elected members and the most recent Past President of the Board. A quorum of the Board, defined as a simple majority of Board membership, is necessary to conduct business. 

Section 2. General Powers 

The Board of Directors shall be the governing board of the Corporation and shall be vested with the sole control and government of the corporation and of the property and affairs of the corporation, except as otherwise herein specially provided. 

Section 3. Duties of Board of Directors 

The Board of Directors will meet no more than quarterly “other than emergency sessions” and shall advise the Owner on all items relating to the conduct of the Club affairs, including but not limited to the following areas: 

1. (a) Membership admission policies and advice on all membership applications. 
2. (b) Design and functional arrangement of facilities. 
3. (c) Initiation fees and dues. 
4. (d) House rules and regulations, guest policies and operating hours. 
5. (e) All policies relative to questions of conduct, expulsion of members, mode of dress, etc. Plans for renovating, remodeling, modernizing or expansion of club’s facilities. 

A director shall be required to attend a minimum of seventy-five percent (75%) of the regularly scheduled Board meetings of each calendar year. Failure to meet this requirement shall result in the automatic termination of that Board member unless, for good cause shown, the remaining Board members waive the requirement. 

Section 4. Term of Office 

Directors shall serve for a term of three years and until their successors have been elected and qualified. 

Section 5. Directors Liability 

The civil liability of a qualified director for the negligent performance of the Director’s duties shall be limited to acts of gross negligence and intentional acts. A Directors and Officers Liability Insurance policy shall be maintained against such risk; the premiums for which to be paid at the Owner’s expense. 

Section 6. Vacancies 

The Board may fill any vacancy created by the resignation, removal or for other reason of a Director prior to the completion of that director’s term in office. Any vacancy filled by the Board shall be for the remainder of the term of that position. 

Article V 

Meetings 

Section 1. Annual Meeting of Membership 

The annual meeting of the Corporation’s membership shall be held on the second Thursday of November each year at Corvallis Country Club 1850 SW Whiteside Drive, Corvallis Oregon at 7:00 p.m. Such meeting may be scheduled elsewhere or on another date or time if written notice is provided 14 days prior to the second Wednesday in November that year. The annual meeting shall include the annual financial report to the membership and such other business as the Owner and Board of Directors shall present. 

Section 2. Special Meetings 

Special meetings of the Club may be called by the President or upon written request of three Directors, or upon written request of fifty full voting members. Such Special meetings shall be held within twenty days after receipt of any such proper request. Special meetings shall be held not less than three days after written notice is provided to each member. 

Section 3. Quorum 

Twenty percent (20%) of all then existing full voting members of the Corporation at any regular or special meeting shall constitute a quorum for the transaction of Corporation business. Any action passed by a majority vote of such a quorum shall be binding and shall obligate the entire membership to such action. Voting members shall register with the corporation secretary by signing an attendance at any such meeting. Only agenda items set forth in the notice of such meeting to members shall be voted upon at any special meeting. 

Section 4. Regular Meeting of the Board of Directors 

The Board of Directors shall meet quarterly, at such hours, and at such place in Oregon as may be determined by the members thereof. Members may attend any Board meeting. 

Section 5. Special Meetings of the Board of Directors 

Special meetings of the Board of Directors may be held at any time upon call of the President, or upon call of three members of the Board. A simple majority of the Board of Directors shall constitute a quorum for the transaction of such business as may lawfully come before the Board. 

Section 6. Notice of Meetings 

Written notice stating the place, day and hour of any special meeting of the membership and the purpose therefore shall be delivered to each member not less than three nor more than twenty days before the date of the meeting at the direction of the President, the Secretary or other persons calling the meeting. 

The Secretary or their designee from among the other Board members shall notify all members of the Board of Directors not less than three days before such meeting of the place, day and hour thereof, and in the case of a special meeting, of the purpose thereof. 

If mailed, any notices shall be deemed delivered when deposited in the United States mail, with postage fully prepaid thereon, addressed to the Directors, officer or member at last known address as it appears on the record of the Club. Directors waive notice of meeting and of the agenda, if not expressly reserved by attendance personally or participation electronically or by telephone at any meeting. 

Section 7. Adjournment 

If a quorum not be present at a meeting of the members or the Directors, a majority of the Directors present at the Board of Directors meeting, may adjourn such a meeting, without notice other than by announcement at the meeting, until such time as a quorum shall be present. Any business may be transacted at the reconvened meeting, which may have been transacted at the original meeting. 

Section 8. Waiver of Notice and Consent to Meeting 

Absentees from any meeting of the Board of Directors or of the membership at which a quorum is present may sign a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof, and may validate by ratification all transactions undertaken or approved. 

Section 9. Vote by Mail 

The Board of Directors in its discretion may submit an issue to the membership for a vote by mail. The President or Secretary shall mail all ballots, or someone designated by such officers, to the membership at the last known address of each member to vote as it appears in the Corporation records, at time of mailing. 

The ballot shall contain on its face a statement of the date and time on which the ballot must be received by the Secretary by actual delivery to the Club office at 1850 SW Whiteside Drive, Corvallis, OR 97333. Ballots posted by such date but not received in the club office on such date shall not be counted. Said ballot shall clearly state the issue or issues to be voted on. 

The Secretary shall, together with two assistants appointed by the President, count the votes and record the results thereof. The Board of Directors shall make rules and regulations to implement this Section as necessary. Action taken by the membership by ballot shall have the same effect as if adopted at a regular meeting of the membership. A quorum shall be determined as 20% of the existing members eligible to vote as of the mail-out date in good standing, returning their ballot. Vote by mail shall procedurally include the signature of the member on the return envelope with ballot enclosed in a sealed unmarked, sequentially numbered envelope. 

Article VII 

Elections 

Section 1. Election of Officers 

The Board of Directors will elect prior to January 1st each year from among themselves a President, Vice President, Treasurer, and Secretary. Each officer is elected for a one-year term. 

Section 2. Election of Directors 

Up to two Directors shall be elected annually by a majority of voting membership of the Club. The candidates must be identified with their bios submitted to the Vice President by September 15. These bios must be published in the October Newsletter. Election will take place at the annual membership meeting on the 2nd Thursday in November. 

Section 3. Voting 

All members classes shall have the right to vote at any election or any question which may be placed before the membership. Each such membership shall be entitled to one ballot to be cast personally or by a spouse of the voting member at the annual meeting, by mail or hand delivery. All absentee ballots which are either hand delivered to the office or via mail, must arrive 24 hours prior to the annual meeting. These ballots will be counted along with all other ballots at the beginning of the annual meeting. 

Section 4. Vacancies 

The Board of Directors shall fill all vacancies which may occur on the Board. 

Article VIII 

Removal of Directors or Officers 

Section 1. Required vote 

The Board of Directors may, by a vote of seventy percent (70%) of the Directors, remove any Officer, Director or member for cause. 

Article IX 

Fiscal Year 

Section 1. Fiscal year 

The fiscal year of the Corporation shall be the calendar year. 

Article X 

Section 1. Corporate Seal 

The Corporation shall have no seal. 

Article XI 

Amendment of By-Laws 

These By-Laws may be amended, altered or repealed at a duly convened annual or special meeting of the membership by the vote of two-thirds (2/3) of all members voting. Any such vote to amend, alter or repeal the Bylaws further requires voting participation by at least a simple majority of members entitled to vote on any such question. 

Amended this 15th Day of December 2020 

PLEASE NOTE:

Due to Covid-19 Corvallis Club is operating on a limited basis until further notice.