Copley Country Club By-Laws

Article I

Name and Object

The name of this corporation, hereinafter called the Club, shall be the Copley Golf Corporation, of Morrisville, Vermont. It is a corporation (established February 12, 1935), to operate the golf course and buildings owned by the village of Morrisville. The object of this Club shall be to promote and encourage the playing of golf.

Article II

Meetings

   1. The annual membership meeting of the Club shall be held at such time and place as may be suggested by the Board of Directors and confirmed by a vote of the regular members.

   2. Any regular member in good standing will be entitled to vote at the annual meeting.

   3. Five percent of the total regular membership of the Club shall constitute a quorum at any meeting of the membership.

   4. The chairman, upon request of five percent of the total regular membership of the Club, or upon request of the Board of Directors. Shall call a special meeting of the Club.

   5. The secretary shall notify regular members of all special and annual meetings of the membership by posting a notice two weeks in advance at the Clubhouse when the course is open.

       When the course is closed, the notice will be published two weeks in advance in at least two newspapers having general circulation in the area.

   6. The by-laws may be amended at the annual meeting or at a special meeting called for that purpose, by two thirds vote of the regular members present.

Article III

Membership

   1. The Club shall consist of regular , junior, social, and honorary members.

   2. Any person 16 to 18 years of age (inclusive for that year, until January 1 of the following year), has the option top become a junior or regular member.

   3. Any person 15 years or younger may become a junior member.

   4. A majority vote of the regular members at the annual meeting may designate honorary members who shall enjoy all privileges at the Club except voting and holding office, and shall

       pay no entrance fees and annual dues.

   5. The regular members, by majority vote at the annual meeting, may establish resideny qualifications for membership, and final authority to accept or reject a member shall rest with the

       Board of Directors.

   6. The regular members, at the annual meeting, shall elect members of the Board of Directors.

Article IV

Board of Directors

   1. The control and management of the Club shall be entrusted to a Board of Directors, consisting of seven (7) members, elected by the regular membership at the annual meeting. The

       Board has the authority to appoint within the Board, a Chairman, Vice-Chairman and Secretary/Treasurer. All of the Board members shall have a Board vote.

   2. The seven members of the Board of Directors shall be elected by a two thirds vote of the regular members present and voting at the annual meeting. Each member shall hold office

       for a period of three (3) years.

   3. Vacancies in the Board shall be filled, until the next election, by a vote of the remaining members of the Board.

   4. The Board may fix reasonable penalties for violation of the by-laws and rules of the Club. No member may be permanently expelled, except by a majority vote of the membership.

   5. The Board of Directors shall appoint a nominating committee, consisting of three (3) members who are not Directors of the Club, and this committee shall submit a list of nominees

       for the Club’s Directors at the annual meeting. Other nominations may be made directly from the floor at the annual meeting.

   6. The Board may appoint other committees of the Club, which shall be responsible to the Board.

   7. Regular, junior and social membership fees will be determined by the Board of Directors.

   8. The Board of Directors may remove any officer by a majority vote of the Board.

Article V

Officers

   1. The officers of the club shall consist of a Chairman, Vice-Chairman, and Secretary/Treasurer.

   2. The Chairman shall preside at all meetings of the Club membership and all decisions of the presiding officer shall be final, unless overruled by two-thirds vote of the regular members

       present. The Chairman shall also preside at all meetings of the Board of Directors. The Chairman shall be an ex-officio member of all committees, with no voting privileges, except to

       break tie in the event of a voting deadlock.

   3. The Vice-Chairman shall assume the duties of the Chairman in his absence. The Vice-Chairman shall be an ex-officio member of all committees, with no voting privileges.

   4. The Secretary/Treasurer shall keep the minutes of all meetings of the Club and Board of Directors and shall, through his agent, collect all dues and money due the Club. He shall

       keep suitable boards of account and he shall report to the annual meeting.

Article VI

Auditors

The regular members, at the annual meeting, shall elect by majority vote three (3) auditors from the regular membership, for a term of three (3) years each, to revise and audit the Club’s records. Said audits shall be completed prior to the annual meeting and at the end of the calendar year. The nominating committee shall submit nominees for auditors at the annual meeting. Vacancies shall be filled, until the next election, by the Board of Directors.

Revisions

August 23rd, 1980

These changes in the By-laws are in accordance with membership approval at the August 23, 1980 annual meeting of a proposal to eliminate the offices of the President, Vice-President, Secretary/Treasurer and institute a seven person Board of Directors who would then, within the Board, appoint a Chairman, Vice-Chairman, and Secretary/Treasurer, with all members of the Board having a vote.

(Previous By-Laws were dated August 20th, 1977)

August 27th, 1983

These changes in the By-Laws are in accordance with membership approval at the August 27th, 1983 annual meeting of a proposal to incorporate the provision of Social Membership into the By-Laws.

(Previous By-Laws were dated August 23rd, 1980)

August 24th, 1985 *note above

This addition to the By-Law is in accordance with membership approval at the August 24th, 1985 annual meeting of a proposal to establish annual audits of the clubs records.

(Previous By-Laws were dated August 27th, 1983)

September 6th, 1986

This addition to the By-Laws is in accordance with membership approval at the September 6th, 1986 annual meeting of a proposal to add an amendment to Article VI, Auditors. Vacancies shall be filled, until next election, by the Board of Directors.

(Previous By-Laws were dated August 24th, 1985)

September 17th, 2005

These changes to Article VI to the By-Laws are in accordance with membership approval at the September 17th, 2005 annual meeting in which the Board of Directors shall review and Audit all financial records on a Monthly basis, prepared by the bookkeeper for the Club. The Board shall also hire an accountant to review these records on an annual basis.

(Previous By-Laws were dated September 6th, 1986)

September 17th, 2005

These changes to Article IV Section 2 is in accordance with membership approval at the September 17th, 2005 Annual Meeting in which the seven members of the Board of Directors shall be elected (1) position at a time by a simple majority of the regular members present at the annual meeting. Each member shall hold office for a period of three(3) years.

(Previous By-Law Changes were dated February 12th, 1935)

September 16,  2006

Previously amended Article VI, as voted by membership at the annual meeting of September 17th, 2005, is rescinded and Article VI shall remain as established February 12, 1935