Mesaba Country Club
By - Laws & Articles of Incorporation
ARTICLES OF INCORPORATION
Pursuant to the provisions of Chapter 550, Laws of Minnesota 1951, known as the Minnesota Nonprofit Corporation Act, Mesaba Country Club, a Minnesota corporation, does hereby adopt the following Articles of Incorporation, in place of the articles filed in the office of the Secretary of State of Minnesota on October 29, 1921.
The name of the corporation shall be MESABA COUNTRY CLUB.
The purpose of the corporation shall be to provide, promote and administer social, recreational and athletic activities for its members, and to buy, build, own, lease, sell, mortgage, convey, furnish and manage grounds, clubhouses and other buildings or property, either real or personal, necessary or desirable for the above purposes, and generally to do and perform all acts and things necessary for or incidental to the above purposes. The corporation shall not afford pecuniary gain, incidentally or otherwise, to its members.
The duration of the corporation shall be perpetual.
The registered office of the corporation shall be located at the clubhouse in the Town of Hibbing, St. Louis County, Minnesota, and its post office address shall be Hibbing, MN.
The Corporation shall have no capital stock. Its members shall not be personally liable for corporate obligations.
The government of this corporation and the conduct and management of its business and affairs are hereby vested in the Board of Directors, which shall consist of at least seven members, not to exceed ten total members. The board shall consist of no less than two-thirds capital fee paying members. Board members shall be elected for three year terms. No member of the corporation shall be elected to more than two consecutive three-year terms to the Board of Directors. Cumulative voting in such election shall not be allowed. The present Directors shall serve for the balance of their terms until their successors are elected and qualified, and Directors hereafter elected shall serve for a term of three years and until their successors are elected and qualified. If a Director resigns, is deceased, or has three consecutive unexcused absences from Board of Directors meetings during his term, the Board of Directors can elect a successor by a majority vote to fill the term, until the next annual meeting when the successor’s term shall end.
The Board of Directors shall appoint a nominating committee for the purpose of nominating the candidates for the election of the Board of Directors of the corporation. Such nominating committee shall present a slate of candidates to the corporate members at the annual meeting, and the number of candidates nominated by the nominating committee shall not be more than twice the number of vacancies in the Board of Directors to be filled at the annual meeting. The members of the corporation may nominate other candidates for Director at the annual meeting. In the event that the total number of candidates nominated shall exceed twice the number of vacancies in the Board of Directors, a primary election shall be had at such annual meeting for the purpose of reducing the number of proposed candidates in the final election to the amount equal to twice the number of vacancies.
These articles may be amended by the Directors proposing such amendment by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the corporate members. Notice of the meeting of the corporate members, stating the purpose, shall be given to each corporate member. When a majority of the members voting have approved a proposed amendment, it is adopted.
BY-LAWS OF MESABA COUNTRY CLUB
Section 1. Classes of Membership. Membership shall be open to natural persons. Classes of membership shall be corporate, senior corporate, surviving spouse, honorary, clergy, golf-social, social, student, intermediate, trial, and junior. The Board of Directors shall have the authority to fix the annual dues for each class of membership. Spouses, significant others and unmarried children under the age of 21 years, children who are under the age of 25 years and full-time students of all members in good standing holding corporate, senior corporate, surviving spouse, honorary, clergy, golf-social, social, student, intermediate, and trial memberships shall be entitled to use the facilities of the club. Said terms shall have the following definitions:
a) Resident: Persons (including spouses and significant others residing within 50 miles from the City Hall of Hibbing.
b) Residence: The place member or applicants live during the major portion of the golf season; that is between May 1 and September 30 of each year, the final determination of which shall be by the Board of Directors.
c) Senior Corporate: Any corporate member who is at least 70 years of age, and has been a corporate member for 30 years immediately last past, may upon application to the Board of Directors, become a Senior Corporate member of the corporation upon furnishing appropriate proof thereof to the satisfaction of the Board of Directors. Senior Corporate membership may include reduced annual dues and capital assessments as determined by and at the discretion of the Board of Directors, not to exceed 50%. Full clubhouse privileges with a food and beverage minimum equal to Corporate members will apply.
d) Corporate: Corporate membership as described in Section 4.
e) Honorary Member: Those persons who are elected as honorary members by unanimous vote of the Board of Directors.
f) Surviving Spouse: Spouse and significant others of deceased corporate members who are in good standing at the time of death shall be permitted to continue as corporate members without any action of the Board of Directors.
g) Clergy: Members of the clergy residing within 50 miles of the City of Hibbing.
h) Golf-Social: Non-corporate member with limited golf privileges; 12 rounds of golf at times set by Board.
i) Social: Non-corporate member with full bar and restaurant privileges; no golfing privileges.
j) Junior: Full club privileges with limited playing time to be set by the Board of Directors. Non-Corporate member that is at least 12 years of age and not yet 20 years of age. For children of non-members.
k) Student: Non-corporate member (including spouse or significant other) that is at least 20 years of age and not yet 25 years of age by January 1st of the current fiscal year. There will be no limitation of golfing privileges to this member. The age on the application will be determined by the eldest applicant. There is no maximum number of years that a member can be in this category.
l) Intermediate: Non-corporate member (including spouse or significant other) that is at least 25 years old and not yet 35 years of age by January 1st of the current fiscal year. There will be no limitation on golfing privileges to this member. The age on the application will be determined by the eldest applicant. There is no maximum number of years that a member can be in this category.
m) Trial: Initial one-year non-corporate member (including spouse or significant other) with an option for an additional three consecutive years. There will be no limitation of golfing privileges to this member. This classification is to be reviewed annually by the board of directors. Previous corporate, intermediate or trial members do not qualify except as follows:
1.) Previous members who have been gone for at least six years will pay first year trial membership rate and full classification rate in subsequent years.
2.) Previous members who have been gone less than six years will be eligible for a discount in the first year for each year they have been gone, and will pay full classification rate in subsequent years.
Section 2: Applications: Application for membership of any class shall be in such form as the Board of Directors shall prescribe. It shall be signed by the applicant and by two members of the club, who shall by their signatures to the application propose and endorse the applicant for membership.
Section 3: Election: The election of members shall be by ballot by the Board of Directors and all members of the Board present must vote for or against the applicant. A negative vote of the majority of those voting shall exclude any applicant from membership. Applicants for membership rejected at any meeting of the Board shall be ineligible for six months thereafter. Each member of the Board is honor bound not to disclose whether he voted for or against the admission of any applicant and to preserve secrecy with the general business of the Board insofar as the action of the individual member thereof is concerned.
Section 4: Corporate Membership.
a) Corporate members shall be admitted to membership for life, subject to the provisions of Article II, hereof.
b) A corporate member shall pay an initiation fee of such amount as shall be from time to time established by the Board of Directors, provided, however, that the amount thereof shall at no time exceed three times the then annual dues for a corporate member of the corporation. The initiation fee shall be the absolute property of the corporation. Such initiation fee shall be payable in the manner prescribed by the Board of Directors.
c) Only corporate members in good standing shall have voting power. Each corporate member shall be entitled to one vote. No corporate member shall hold more than one membership.
d) Corporate members only shall have the rights, title or interest in the property or assets of the corporation. In case of dissolution, or the winding up of the affairs of this corporation resulting in the distribution of its property among its members in any manner whatsoever, such property shall be distributed equally and ratably among the then corporate members only.
e) The number of corporate members shall at no time exceed 450.
f) A corporate member in good standing who wishes to terminate his membership in the club may notify the Board of Directors in writing of such desire and they shall thereafter be relieved of any further obligation to pay dues to the club and he shall forfeit all rights of membership from the time they so inform the Board of Directors.
1. Should a member who has purchased their membership on the installment basis choose to resign and there still remain one or more installments to be paid on such membership, they may avail themselves of the above purchase arrangement by paying in full all unpaid installments. Should they elect not to pay the unpaid installments, the installments already paid shall be forfeited and their membership cancelled.
2. Proration of dues. For dues purposes the season shall be deemed to run for a period of 5 months from May 1 through September 30 each year. For each full month of the season that a new member misses due to late admittance, an amount equal to 15% of the total yearly dues only, exclusive of the corporate stock, will be deducted. For each full month of the season, plus any portion of a month counting as a full month, that an old member has been entitled to the privileges of the club, an amount equal to 25% of the years dues only, will be charged against their accounts if annual dues paid, and if any is then remaining, he will be reimbursed that amount, if in good standing.
g) Deceased corporate members. If within 12 months of a corporate members death, a spouse or the estate of said corporate member who was in good standing at the time of their death, makes request the Board shall pay to such spouse or the member’s estate, as the case may be, the sum of $125.
Section 5. Member in good standing. A member in good standing is a member who is not delinquent in his annual dues or assessments and is not indebted to the club in any manner.
Section 6. Privileges. All members in good standing shall have the privileges of the clubhouse and grounds in accordance with the rules and regulations established by the Board of Directors.
Delinquency and Forfeiture of Membership
Section 1. Annual dues shall be payable in advance on or before April1.
Section 2. Delinquent dues. Balances will be considered delinquent 30 days after the due date of the billing statement. All charging privileges for in house accounts will be denied at the 30-day mark, including but not limited to clubhouse charges, cart/oasis purchases and green fees. As soon as the member has paid their past due balance, the accounts will be reinstated for charging privileges.
Dues that have not been paid by May 1st will incur a 1.5% interest charge monthly with a minimum charge of $.50 per month. Interest charges will not be assessed on those accounts that have been set up for payment plans. Payments plans for annual dues may be arranged for upon good cause, with the Business Manager and upon Board approval.
Dues that have not been paid by June 1st, and which have not been set up on payment plans, will be considered delinquent and will be dealt with the same as other delinquent accounts.
Section 3. Indebtedness to the club. A notice shall be mailed to each member of the club on or about the first day of each month stating the amount of indebtedness due by such member to the club. In the event a member shall fail to pay his indebtedness to the club within (30) days of mailing such notice, the member shall not be allowed to incur any further indebtedness to the club until the obligation is paid in full. If the obligation to the club is not paid within thirty (30) days after the final billing of the year, the Board of Directors may at the next meeting of the Board of Directors declare such membership forfeited, after taking into consideration the circumstances and amount of indebtedness. After the Board shall make such determination, a notice in writing shall be mailed to such member, and shall give such member ten (10) days after the date of said notice to pay the indebtedness in full. Upon failure of such member to pay the indebtedness in full within ten (10) days after the mailing of such notice, the membership of the club member shall be forfeited and such forfeiture shall immediately operate as a release of all claim, right, title and interest of such member in and to the property and assets of the club, and to all privileges thereof. Provided, however, that the member whose membership has been forfeited shall still be obligated to the club for the amount of the indebtedness, and the club may seek collection thereof through any and all means available by applicable laws and statutes. A corporate member whose membership is forfeited shall receive nothing for their corporate stock so forfeited.
Section 4. Misconduct. Any member of any class who shall willfully violate any of the rules of the Club or who shall be guilty of misconduct or who shall so demean themselves as to be unworthy of the privileges of a member, may be expelled from membership by a two-thirds vote of the full Board of Directors, but no proceeding to expel a member for any cause shall be taken except upon a written complaint or charge preferred by one or more members and notice thereof with time and place of hearing shall be given to the accused member. Such expulsion shall ipso facto operate as a release of all the right, title and interest of such member to or in the property and assets of the corporation, and to all of the privileges thereto belonging.
Section 5. Leave of Absence: The Board of Directors, in its discretion and by majority vote, shall have the authority to grant a period not to exceed one year, limited to the following reasons:
a) The physical or mental condition of the member which in the written opinion of an attending physician will prevent the member from playing golf; or that by playing golf, the member’s health will be placed in jeopardy.
b) The transfer of the member’s place of employment exceeds 100 miles from the city hall of Hibbing.
c) At the Board of Director’s discretion.
The Board of Directors shall have the authority to impose such conditions to a leave of absence as, in its discretion, are deemed appropriate, and limited to the following:
a) The reduction in dues, minimums and assessments during said period of leave of absence.
b) The rights, if any, of the said member’s spouse and children to use the golfing facilities of the club.
c) Granting to said member, a social membership during the period of the leave of absence.
Section 1. Use of club facilities. Any non-member residing more than 50 miles from the City Hall of Hibbing may be entitled to use the facilities of the club under such rules and regulations as are established by the Board of Directors.
Section 2. Fees. Guests shall pay a green fee at the rate set by the Board.
Section 3. Registration. The name of each guest, with the date of introduction, shall be entered on the guest register by the member or professional introducing him, together with the name of such member or professional.
Section 4. Visiting teams. The privileges of the club house and golf course shall be extended to the members of any visiting team without the payment of a greens fee, upon request of the Games Committee.
Section 5. Other guests. Corporate members may invite guests residing within a 50-mile radius from the City Hall of Hibbing to use club facilities provided they are accompanied by said corporate member under such rules and regulations as established by the Board of Directors. The Board of Directors may establish a limited number of guest days when it is permissible for a corporate member to invite a local guest living within 50 miles of the City Hall of Hibbing to enjoy the privileges of the club.
Section 1. Annual meeting. The annual meetings of the corporate members shall be held at the discretion of the Board of Directors with one meeting being held prior to May 1st and another meeting during the month of November, prior to Thanksgiving. Written notice of the annual meetings shall be mailed to each club corporate member at least five (5) days prior to each meeting. At such meetings and all meetings of the corporate members, 10 members shall constitute a quorum.
Section 2. Special meetings. Special meetings of the corporate members may be called by the President or the Secretary, and it shall be the duty of the President to call such special meetings whenever requested so to do in writing signed by five or more directors or by 10 or more members, stating the purpose of the meeting. Notice of the time and place of any special meeting, stating the purpose thereof, shall be mailed to each corporate member at least five(5) days before such special meeting, and at such meeting no business shall be transacted except that which relates to the purpose mentioned in the notice.
Board of Directors
Section 1. Powers. The Board of Directors shall have charge of the business affairs. At the Annual meeting of the corporation held prior to May 1st of each year, the Board of Directors shall propose an annual budget which shall be approved by a majority of those voting at the meeting. Any expenditures in excess of $50,000 over the budget shall require the approval of the membership at a special meeting. It shall have the power to elect and expel members, to fill any vacancy occurring in any office or its own membership and to appoint its own members or the members of the corporation to any special committees from time to time as deemed advisable and necessary and prescribe their duties. It shall have the authority to appoint and discharge the Golf Professional, Business Manager, the Course Superintendent, and all employees or independent contractors, fix their compensation and may assign them each year to the supervision of one of the standing committees. It shall authorize, or provide for the authorization of all disbursements, and it may make, repeal or alter any existing Rules of the Club at any time by the vote of the majority of the Board.
Section 2. Regular meetings. The regular meetings of the Board of Directors shall be held at such place and time as the Board may by resolution prescribe.
Section 3. Special meetings. Special meetings of the Board of Directors may be called at any time by the President or by the Secretary.
Section 4. Notice. Notice of regular or special meetings of the Board shall be given by the Secretary, either personally or by telephone or mail to all members of the Board at least one hour previous to the holding thereof, and in such notice the time and place of holding the same and the general nature of the business to be transacted shall be stated.
Section 5. Vacancies. Any officer or director of the Board of Directors, who shall have three consecutive unexcused absences from the Board of Directors meetings, shall be considered as resigned, and the position shall be declared vacant.
Section 6. Quorum. At all meetings of the Board of Directors, five members shall constitute a quorum.
Section 7. Reorganization of Board of Directors. Within (14) fourteen days of the election of new Board members, there shall be a meeting of the outgoing and incoming Board of Directors for the purpose of transferring power and act on any transitional matters that may need action.
Section 1. The officers of the corporation shall be President, Vice-President, Secretary and Treasurer, and any two of said offices may be held by the same person, excepting the President. The President will be elected from within the sitting Board of Directors at their reorganizational meeting, and shall serve for a term of one year or until their successor is elected and qualified, or until they are removed by a majority of the sitting Board of Directors at a regular or special Board of Directors meeting. The Board of Directors shall elect from their number a Vice-President, a Secretary and a Treasurer, who shall serve for a term of one year or until their successors are elected and qualified or until they are removed by a majority vote of the entire Board of Directors. The President shall preside at all its meetings.
Section 2. President and Vice-President. The President, and in his/her absence, the Vice-President, shall preside at all meetings of the members and of the Board of Directors. In the event of their absence, a meeting of the members or the Board of Directors may elect its temporary chairman. The President or Vice-President shall sign all deeds, contracts, conveyances or other instruments required by law to be executed under seal, and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors. In the absence or in the event of disability of the President, the Vice-President shall perform the duties and exercise the powers of the President.
Section 3. Secretary. The Secretary shall keep a record of the proceedings of the meetings of the members and of the Board of Directors. The Board of Directors may, if found necessary, appoint an Assistant Secretary and prescribe the duties and fix the compensation.
Section 4. Treasurer. The Treasurer or the Business Manager shall receive and keep an account of all the monies of the corporation and deposit the same in the depository authorized by the Board of Directors, and shall pay out the same only in such manner and upon such vouchers as the Board of Directors may prescribe. The Treasurer or Business Manager shall make their report to the corporate members at the annual meeting and to the Board of Directors from time to time and as it shall require the same. The Treasurer or Business Manager shall give such bond for the faithful performance of his official duties as the Board of Directors may require.
Section 1. The President, subject to the approval of the Board of Directors, shall at the reorganizational meeting of the Board of Directors, appoint the following standing committees for the ensuing year, that is to say;
a) A Finance Committee, consisting of at least three members, one of whom shall be the President of the Corporation, which committee shall, under the direction of the Board of Directors, have general charge and supervision of the finances of the corporation and shall, as authorized by the Board of Directors, supervise all expenditures and audit all bills before payment.
b) A House Committee, composed of at least three members, at least one of whom shall be a member of the Board of Directors, which shall have full charge of the operations of the club house and all property therein, and whose duties shall be to keep proper accounts of such operations, to see that the same are kept in good order and repair, to hear and consider all complaints and suggestions relating thereto, which shall be made in writing.
c) A Greens Committee, composed of at least three members, at least one of whom shall be a member of the Board of Directors, which shall have charge of the golf course and maintenance equipment, and all other land owned or leased by the corporation, and shall appoint and discharge all outside help or employees, and subject to the approval of the Board of Directors, fix their compensation.
d) A Games Committee, composed of at least three members, at least one of whom shall be a member of the Board of Directors, who shall have charge of all matters pertaining to tournaments, handicapping and all other matters pertaining exclusively to games and outdoor amusements,
e) An Entertainment/New Membership Committee, composed of at least five members, which shall have general charge of entertainments given by the Club or in its name, The committee shall have power to appoint from among the members of the Club such sub-committees as it may deem expedient or desirable to assist in any such entertainments, but shall make no expenditures chargeable to the Club without the authorization of the finance committee.
f) A Clubhouse Improvement Special Projects Fundraising Committee, composed of at least four members, at least one of whom shall be a member of the Board of Directors. The committee will conduct an annual fundraiser with the proceeds to fund clubhouse capital improvements that are above and beyond the normal operating budget of the Club. The committee will submit a prioritized list of suggested projects to the Board of Directors along with a plan for funding the suggested project(s). The Board will make the final decision as to which project(s) from the submitted list will be approved. All funds raised by the committee will be restricted funds and may only be used for the designated purpose as approved by the Board. At no time will funds raised be the committee be used for general fund purposes.
Section 2. All standing and special committees may, subject to the approval of the Board of Directors, make such rules for their own government and for regulation of the matters under their control as they may deem necessary or advisable.
Order of Business
The following order of business shall be observed:
At the membership meetings:
1. Roll Call
2. Reading of the minutes of previous meeting
3. Reports of the Secretary and the Treasurer
4. Election of the President and Directors
5. General Business
At the directors' meetings:
1. Roll Call
2. Reading of the Minutes of previous meeting
3. Election of officers
4. Reports of officers, standing and special committees
5. Petitions and other communications
6. Balloting for new members
7. General Business
These By-Laws may be amended by the directors proposing such amendment by resolution setting forth the proposed amendment and directing that it be submitted for adoption at a meeting of the corporate members. Notice of the meeting of the corporate members, stating the purpose, shall be given to each corporate member, When a majority of the members voting have approved a proposed amendment, it is adopted. The Board of Directors has authority to amend the by-laws as necessary for general and grammatical corrections, changes and/or additions as necessary.