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AMENDED AND RESTATED
THE INDIAN HILL CLUB, INC. This Amended and Restated Code of Regulations (“Code of Regulations” or “Regulations”) as adopted by the Members of the Indian Hill Club, Inc. on August 7, 2006, takes the place of and supercedes the prior Regulations of the Corporation.
GENERAL MEETINGS OF MEMBERS SECTION 3. ANNUAL MEETINGS. The Annual Meeting of Members of the Club shall be held in October of each year, as the Directors shall designate, on the Club property or at some other place in the vicinity of Indian Hill, Ohio, specified in the notice (as set forth in Section 5. ) of such Annual Meeting. SECTION 4. SPECIAL MEETINGS. Special Meetings of Members may be called by: (i) the President; (ii) the Vice-President; (iii) a majority of the Directors; and (iv) upon written request of ten percent (10%) of the Members in good standing. Special Meetings may be held on the Club property, or at some other place in the vicinity of Indian Hill, Ohio, specified in the notice (as set forth in Section 5. ) of such Special Meeting. SECTION 5. NOTICE OF MEETINGS. Ten days’ notice of any Meeting of Members, Annual or Special, shall be given to all Members. Such notice shall be given by: (i) posting a notification on Club property that sets forth the time, location and subject matter of the Meeting of Members (if the meeting is called during the regular Club season); (ii) giving written notice as to the time, location and subject matter of the Meeting of Members, in the regular mail, addressed to the last known addresses of Members; (iii) Authorized Communications Equipment (as defined in Section 18. ) or (iv) by any other method permitted under Ohio law. SECTION 6. QUORUM. The Members entitled to vote who are present at any Meeting of Members shall constitute a quorum for such Meeting. No action required by law or these Regulations to be authorized or taken by a specified proportion of Members may be authorized or taken by a lesser proportion. A majority of the Members who are present at any Meeting may adjourn such Meeting at any time. SECTION 7. OFFICERS OF MEETINGS AND ORDER OF BUSINESS. The President of the Club shall preside at all Meetings of Members, and in his absence or disability, the Vice-President shall preside. The Secretary of the Club shall act as Secretary of all Meetings of Members.
MEMBERS AND VOTINGSECTION 8. MEMBERSHIP. The membership of Club shall be divided as follows: Family Membership: These are families who have been and hereafter shall be accepted for Family Membership by the Directors (a “Family Membership” or Family Member”). Family Membership shall include, in addition to husband and/or wife, all members of the immediate family under twenty-one (21) years of age and all unmarried, dependent students who are residing with the parent or parents. Unless sooner terminated under Section 13, Family Membership shall terminate upon the death of the survivor of the husband or wife except as follows: Rights to continue to hold the Family Membership for use by the surviving children may be passed to the legal guardian of children under 21 years of age, who were entitled to the use of the Family Membership but would have had their family’s membership terminated by the death of the survivor of the husband or wife. This privilege would terminate upon the twenty-first birthday of the youngest surviving child. Upon surrender of a Family Membership, equity may be returned pursuant to Section 14 of the Regulations. Upon application to the Directors, qualified persons holding a Family Membership shall be given the opportunity to move to Sustainer or Single Membership. In the event that a Family Member is accepted into Single Membership by the Directors, the initiation fee, otherwise required for such Single Membership under Section 9, shall be credited with the amount of initiation fee paid by such person when he or she was originally accepted as a Family Member. No refund shall be issued. The number of Family Memberships shall be set by the Directors; however, pursuant to Section 10 below, there shall not be more than four hundred (400) Family Memberships outstanding at any one time. Pursuant to Section 17 below, the owner(s) of a Family Membership shall be entitled to cast one vote. Junior Membership: These are persons who have been and hereafter shall be accepted for Junior Membership by the Directors (a “Junior Membership”). Each is unmarried, has no dependent children living with them, is over twenty (20) and not yet thirty (30) years of age during the upcoming Club season, and is a member of a family holding any Family Membership in good standing. (Note: An unmarried dependent student may continue to utilize Club facilities under his/her parent’s Family Membership.) sooner terminated under Section 13, Junior Membership shall terminate upon the death or marriage of the person holding such membership or at the conclusion of the Club’s regular operating season during which s/he was 29 years of age. Upon application to the Directors, qualified persons holding a Junior Membership terminated by marriage or age attainment shall be given priority over new applicants for Family or Single Membership. In the event that a Junior Member is accepted into Family or Single Membership by the Directors, the initiation fee, otherwise required for such Family or Single Membership under Section 9, shall be credited with the amount of initiation fee paid by such person when he or she was accepted as a Junior Member. No refund shall be issued. Pursuant to Section 10 below, there shall be no limitation on membership for Junior Membership. Pursuant to Section 17 below, the owner of a Junior Membership shall not be entitled to vote. Single Membership: These are persons who have been and hereafter shall be accepted for Single Membership by the Directors (a “Single Membership” or “Single Member”). Each is unmarried, is over twenty (20) years of age, and does not have any dependent children living with them. Unless sooner terminated under Section 13, Single Membership shall terminate upon the death or marriage of the person holding such membership or upon the arrival of a dependent who would be entitled to the use of a Family Membership, if such Single Member held a Family Membership. Upon application to the Directors, qualified persons holding a Single Membership terminated by marriage or the arrival of a dependent shall be given priority over new applicants for Family Membership. In the event that a Single Member is accepted into Family Membership by the Directors, the initiation fee, otherwise required for such Family Membership under Section 9, shall be credited with the amount of initiation fee paid by such person when he or she was accepted as a Single Member. No refund shall be issued. Pursuant to Section 10 below, there shall not be more Single Memberships outstanding at any one time greater than twenty-five (25) or the number required to accommodate all qualified members who wish to move to Single Membership. Pursuant to Section 17 below, the owner of a Single Membership shall not be entitled to vote. Sustainer Membership: These are families who have been and hereafter shall be accepted for Sustainer Membership by the Directors (a “Sustainer Membership” or “Sustainer Member”). To be considered eligible for Sustainer Membership the member must: (i) hold a Family Membership; (ii) have held the Family Membership for a period of twenty (20) or more seasons; and (iii) have no dependents who would be entitled to the use of the Family Membership. Unless sooner terminated under Section 13, Sustainer Membership shall terminate upon the death of the survivor of the husband or wife or upon the arrival of a dependent who would be entitled to the use of a Family Membership, if such Sustainer Member held a Family Membership. Upon application to the Directors, qualified persons holding a Sustainer Membership terminated by the arrival of a dependent who would be entitled to the use of a Family Membership, if such Sustainer Member held a Family Membership, shall be given priority over new applicants for Family Membership. In the event that a Sustainer Member is re-accepted into Family Membership by the Directors, the initiation fee, otherwise required for such Family Membership under Section 9, shall be credited with the amount of initiation fee paid by such person when s/he was originally accepted as a Family Member. No refund shall be issued. Pursuant to Section 10 below, there shall be no limitation on membership for Sustainer Membership. Pursuant to Section 17 below, the owner(s) of a Sustainer Membership shall not be entitled to vote. SECTION 9. MEMBERSHIP FEES. For Members accepted into Membership after July 15, 2006, the membership fees shall be as follows, with initiation fees payable based on the fees fixed for Family Membership:
SECTION 10. LIMITATIONS ON MEMBERSHIP. There shall not be more than four hundred (400) Family Memberships outstanding at any one time. There shall not be more Single Memberships outstanding at any one time than twenty-five (25) or the number required to accommodate all qualified members who wish to move to Single Membership. No non-member applicants for Single Membership shall be accepted unless the number of outstanding Single Memberships is less than twenty-five (25). There is no limitation on membership for either Junior or Sustainer Membership. SECTION 11. WAIT LIST. If more people desire to be considered for a certain membership class than the number of memberships permissible for that class under these Regulations, the Directors shall establish a list of names of those people that desire to be considered for membership (the “Wait List”). Upon payment of a fee, set by the Directors, any person may place his or her name on the Wait List, at any time, without regard to where the person resides. The wait list shall be further administered as determined by the Directors. SECTION 12. ACCEPTANCE TO MEMBERSHIP. No membership shall become effective until affirmatively approved by five (5) Directors. The Directors may appoint a Membership Committee to make recommendations to the Board on all applications for membership. Sponsorship by an existing Member shall be required before action by the Directors on all applications for membership. The Directors shall not accept non-residents of the Village into any membership if such acceptance would reduce memberships owned by Village residents to less than 52%. In the event that memberships owned by Village residents constitutes less than 52% of the outstanding memberships, only the applications of Indian Hill residents shall be considered until the minimum proportion of 52% is attained. If a Wait List exists for a certain membership class, the Directors shall give membership preference first to residents of the Village and second to residents within the Indian Hill Exempted Village School District. SECTION 13. TERMINATION AND/OR SUSPENSION OF MEMBERSHIP. Any membership may be terminated and/or suspended by the vote of five (5) Directors, for any of the following reasons:
Before any such action by the Directors, the Member shall be given at least ten days’ written notice of the charges and an opportunity to appear before the Directors and to be heard on such charges. It is also strongly recommended that the person or persons requesting the Directors to take action against the member be present before the Board at such time. During suspension, the Member and his/her family shall be refused admittance to the Club property and use of all Club facilities. Upon termination for cause, the equity belonging to a Family Member (if any) may also be terminated by an affirmative vote of five (5) Directors (an “Equity Termination Event”). In the case of an Equity Termination Event, the Family Membership is not subject to sale or transfer under Section 14 below, unless indebtedness to the Club is satisfied. In case of the temporary absence of the owner of any membership, or for other good cause at the discretion of the Directors, any membership may be voluntarily suspended upon application to the Directors, on such conditions and for such period as the Directors may, from time to time, deem best, but the annual dues payable with respect to the membership voluntarily suspended shall not be reduced to less than $10.00 per year. SECTION 14. TRANSFER OF MEMEBERSHIP. Upon resignation or death while in good standing, the owner of a Family Membership, or his or her legal representatives (a “Redeeming Member”), shall have the privilege of selling the equity (if any exists) to the Club, at the option of and subject to the approval of the Directors. Nothing herein shall obligate the Club to purchase any equity of any membership unless such purchase is approved by the Directors. The Redeeming Member must notify the Directors, in writing, within one year from either the date of resignation or the date of death (the “Notification Period”) that the Redeeming Member offers to sell the Redeeming Member’s equity to the Club. If the Redeeming Member fails to notify the Directors within the Notification Period all privileges under this Section 14. shall lapse and be of no effect. Junior, Single, or Sustainer Membership shall not be sold or transferred at any time by members. SECTION !%. DIVORCE. In the event two members divorce (individually a “Divorcing Member” and collectively the “Divorcing Members”), the membership shall transfer to such Divorcing Member as agreed to by the Divorcing Members. In the event the Divorcing Members cannot agree, the membership shall transfer as set forth in the divorce decree. In the event that the divorce decree does not direct the transfer, the membership shall transfer to the female Divorcing Member. Upon transfer of the membership, the Divorcing Member to whom the membership did not transfer (the “Non-Transferred Divorcing Member”) may apply for Single Membership, within one (1) year of transfer of the Family Membership. In the event the Non-Transferred Divorcing Member is accepted into membership by the Directors, the initiation fee, otherwise required for such Single Membership under Section 9. , shall be credited with the amount of initiation fee paid by the Divorcing Members when the Divorcing Members were originally accepted as members. No refund shall be issued. The Non-Transferred Divorcing Member shall be given priority over new applicants for Single Membership. SECTION 16. RECORD OF MEMBERSHIP. The Directors shall keep a record showing the names and addresses of the owners of all memberships in the Club, and the dates of admission, termination, transfer and/or suspension. SECTION 17. VOTING. Family Members shall always vote as one class and each have one vote. The owner(s) of a Junior, a Single, and a Sustainer Membership shall have no vote. Voting and elections, and votes on other matters concerning the Club, may be conducted by mail when so determined by the Directors. Votes may be cast by proxy, provided that all proxies are in writing and presented to the Secretary of the Meeting prior to the vote or other action. In all other respects, voting by proxy shall be governed by the applicable provisions of Ohio Corporation laws. SECTION 18. AUTHORIZED COMMUNCATION EQUIPMENT. For all purposes related to the Club, including without limitation, providing notice of meetings, waiver of notice, voting, attendance at and participation in meetings (including for quorum purposes), providing copies of documents, amendment to this Code of Regulations, transmitting any writing or otherwise, the use of all types of Authorized Communications Equipment is permitted. “Authorized Communications Equipment” shall mean communications equipment which provides a transmission by, among other means, telephone, telecopy, e-mail, video conference or any other electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the persons involved. Additionally, with respect to meetings, such communications equipment shall allow all persons participating in the meeting to contemporaneously communicate with each other. The Directors may adopt procedures and guidelines for the use of Authorized Communications Equipment. SECTION 19. NUMBER AND QUALIFICATIONS OF DIRECTORS. The Board of Directors shall consist of nine (9) persons, all of whom shall be voting Members and shall be elected at the Annual Meeting or other Meeting of Members called to elect Directors. The election of Directors may be by ballot, voice vote, or any other method permitted under Ohio law. No Director having served a full term of three (3) years shall be qualified to serve as Director for a period of one (1) year after completion of such term. SECTION 20. TERM OF OFFICE. Directors shall hold office for three (3) years and until their successors are elected and qualified; provided that one-third of the first Directors elected pursuant to these Regulations shall hold office only until their successors are elected and qualified at the first Annual Meeting of Members next succeeding their election; one-third shall hold office until their successors are elected and qualified at the second Annual Meeting succeeding their election; and the remaining one-third shall hold office only until their successors are elected and qualified at the third Annual Meeting succeeding their election. Any vacancy occurring for any reason whatsoever may be filled for the unexpired term thereof by a majority vote of the remaining Directors. SECTION 21. MEETING. The first meeting of the new Directors shall be held within thirty (30) days after each Annual Meeting of Members; such first meeting shall be an organizational meeting, at which the Directors shall elect a President, a Vice-President, a Secretary and a Treasurer, together with such other officers as they, in their discretion, may deem best. Meeting of Directors may be called by any officer, or any three (3) Directors. The Secretary shall give not less than two (2) days’ written or oral notice of meetings of Directors, by any method permitted under Ohio law, provided that any such notice may be waived by the entire Directors at any time. No notice of any Directors’ meeting, adjourned to another time and/or place, need be given if the time and place are fixed at the meeting adjourned. At any Meeting of Directors, not less than fifty percent (50%) of the whole authorized number of voting Directors is necessary to constitute a quorum for such meeting, except that a majority of the remaining Directors in office constitutes a quorum for filling a vacancy in the Board. At any meeting at which a quorum is present, all acts, questions, and business which may come before the meeting shall be determined by a majority of votes cast by the Directors present at such meeting, unless the vote of a greater number is required by the Articles or Regulations. Each voting Director shall be entitled to one vote. Attending or voting by proxy (including without limitation, through the Alternate Representative) shall be permitted. A Director shall also be considered in attendance at a meeting if the Director is present in person or is present by the use of Authorized Communications Equipment or by proxy. Voting may also take place by Authorized Communications Equipment. Meetings of Directors may be held at such place or places as any five (5) Directors may from time to time determine. Any action which may be taken at a meeting of Directors may be taken without a meeting if authorized by a writing or writings signed by all the Directors, which writing or writings shall be filed or entered upon the records of the Club. Any transmission by Authorized Communications Equipment that contains an affirmative vote or approval of a Director is a signed writing for this purpose. The date on which the transmission by Authorized Communications Equipment is sent is the date on which the writing is deemed signed. SECTION 22. POWERS. The Board of Directors shall have the control and management of the business, funds, property, and affairs of the Club. However, the Directors shall not sell, lease, mortgage, or otherwise dispose of or encumber any real estate owned by the Club, or all other assets in toto of the Club, without a majority vote of the outstanding memberships entitled to vote, unless the Board elects pursuant to Section 14. to conduct the voting by mail, in which case, such majority vote is satisfied by a majority vote of those ballots returned to the Secretary by the date set forth in the notice to such membership. Without a majority vote of the outstanding memberships entitled to vote, the Directors are hereby authorized to borrow up to $250,000 for repairs and improvements providing for repayment within a period of time not to exceed ten years. SECTION 23. GENERAL. The officers of the Club shall be a President, a Vice-President, a Secretary, and a Treasurer, each of whom shall be elected by the Directors to serve for one (1) year. The President and the Vice-President shall be Directors, but the Secretary and the Treasurer need not necessarily be Directors. The Directors may also elect or appoint one or more assistants and/or other officers of agents, who need not be Directors, and may assign to them such duties as the Directors in their discretion may deem best. Any one person may hold more than one office. Any officer of the Club may be removed for cause by a two-thirds majority of the Directors at a meeting duly called and held for such purpose. SECTION 24. DUTIES OF OFFICERS. The officers shall have all the powers and perform all the duties which are incident to their respective offices under the laws of Ohio now or hereafter enacted, or which are assigned by the Directors. SECTION 25. SURETY BONDS. Surety bonds in such amounts and with such sureties as may be satisfactory to the Directors, may be required of the Treasurer, and may be required by the Directors of any other officer, agent, or employee of the Club, the cost thereof to be paid by the Club. SECTION 26. COMMITTEES. The Directors may create and establish from time to time, such committees as it may deem best to carry out the administration and operation of the Club, delegating to any such committee any powers of the Directors. Members of such committees need not be Directors. However, all such committees shall be subject at all times to the control and direction of the Directors and shall report all action to the Directors, either in writing or orally. SECTION 27. IDEMNIFICATION The Club shall indemnify each past, present and future Director, Officer or Volunteer for any costs, expenses, charges and fees, including all reasonable attorneys’ fees and charges, which may be imposed on or reasonably incurred by him or her in connection with any claim, demand, action, suit or proceeding made or instituted against him or her by reason of serving as a Director, Officer or Volunteer of the Club. Such indemnification shall apply in all cases, except where it is proved by clear and convincing evidence in a court with jurisdiction that the act or omission was one undertaken with deliberate intent to cause injury to the Club or was undertaken with a reckless disregard for the best interests of the Club, or in the case of Directors or Officers, was done in dereliction of his or her duties. Expenses shall be paid in advance by the Club and not by way of reimbursement, but only upon receipt of a written undertaking by or on behalf of the Director, Officer or Volunteer to repay that amount if it ultimately is determined that he or she is not entitled to be indemnified. Expenses shall be paid in advance by the Club and not by way of reimbursement, but only upon receipt of a written undertaking by or on behalf of the Director, Officer or Volunteer to repay that amount if it ultimately is determined that he or she is not entitled to be indemnified. The indemnification rights herein shall be personal to the indemnified person, and shall inure to the benefit of the heirs, executors, and administrators of the indemnified person, but shall not be deemed to create any rights of subrogation or any other direct or indirect benefit to any third party. INDEBTEDNESS TO THE CLUB SECTION 28. Indebtedness to the club shall consist of the following items, due as indicated Type of Indebtedness Due Dates Membership fees As designated by the Directors Capital assessments As designated by the Directors Annual dues 30th day after billing, but no earlier than February 1 House accounts 30th day after billing All other indebtedness 30th day after billing In every case, non-payment of a part or the whole on the due date or dates, as the case may be, shall subject the Member to the posting of his indebtedness prominently on the Club property and to suspension and/or termination of his membership under Section 13 above. SECTION 29. CAPITAL ASSESSMENTS. Capital assessments may be made and levied on the memberships in the Club from time to time, by the affirmative vote (cast as set forth in Section 13 above) of either of the following majorities: (i) a 75% majority of memberships entitled to vote which are represented in person or by proxy at a Meeting of Members called and held for the express purpose of considering a capital assessment (together with other business, if so desired); or (ii) a 55% majority of those ballots returned to the Secretary by the date set forth in the notice to such membership, without a Meeting of Members. SECTION 30. ANNUAL DUES. The annual dues payable with respect to membership in the Club shall be fixed by the Directors and may be increased or decreased from time to time in order to meet the operating costs of the Club. The Board shall not raise dues more than 5% per year unless approved by the membership pursuant to Section 33 of the Regulations. The annual dues payable shall be based on the dues fixed for Family Membership, in accordance with the following table: Type of Membership Dues Formula RULES SECTION 31. RULES. The Directors may adopt such rules governing the operation and use of the Club property and facilities, and from time to time, amend, change, or repeal the same or any part thereof, as a majority of the Directors shall deem best, provided that no such rules shall be inconsistent with these Regulations. DISSOLUTION SECTION 32. DISSOLUTION. The Club may wind up its affairs and dissolve by resolution adopted by majority vote of its entire Membership. Upon dissolution, the assets and property of the Club shall be liquidated by the Directors, or under its direction by its nominee, and all indebtedness of the Club shall be paid from the proceeds of such liquidation. Indebtedness of the Club shall include the repayment to all owners of Family Memberships of any equity belonging thereto, and if such proceeds are not sufficient for such repayment in full, a pro rata repayment shall be made. Any such proceeds remaining after payment of the indebtedness of the Club shall be assigned, transferred, and turned over to the Board of Education of Indian Hill Exempted Village School District, or its successor. AMENDMENTS TO REGULATION SECTION 33. AMENDMENTS Any and all Sections of the Regulations may be amended, modified, or repealed at any Meeting of Members at which a quorum is present, by the affirmative vote, cast as set forth in Sections 17 and Section 18. above, of a majority of the memberships entitled to vote at set meeting, provided that the notice of any such meeting shall have contained the amendment, modification or repeal, or the substance thereof.
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