Bissonet-Maned Downs Country Club, Inc
Bylaws

I. Officers.

1. President: The President shall be the chief executive officer of the corporation and shall preside at all meetings of the members and directors; he shall have general and active management of the affairs of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have authority to executive such bonds, mortgages, and other contracts as may be authorized by the Board of Directors. He shall have general powers and duties of supervision and management usually vested in the President of a corporation.

2. Vice-President: In the absence of the President, the President's duties shall devolve upon the Vice-President. In the absence of the Secretary or Treasurer or vacancy of their offices, the duties of the latter shall devolve upon the Vice-President until such time as said offices have been filled in accordance with the Articles of Incorporation.

3. Secretary: The Secretary shall attend all meetings of the Board and all meetings of the membership and record all the votes and the minutes of all proceedings in a book kept for that purpose. The Secretary shall coordinate with and supervise the Club Manager to maintain and keep safe custody of the stock book of said corporation and record the issuance, registration, and transfer of all shares of stock. In the absence of the President and Vice-President, the President's duties shall devolve upon the Secretary.

4. Treasurer: The Treasurer shall have charge of all funds of the corporation and of its disbursements under the direction of the Board of Directors. He shall coordinate with and supervise the Club Manager to keep records of all monies received and paid out in accordance with accepting accounting practices, making a report of same to the Board of Directors at each regularly called meeting of the Board of Directors and Stockholders. He shall also coordinate with and supervise the Club Manager to handle the noticing and collection of dues, stock purchase prices, initiation fees, fines, and other assessments as set forth herein and as may be established by the Board of Directors from time to time.

  B. Appointed Officers: The Board may appoint such other officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

  C. Committees: The President shall be authorized to appoint such committees as he may deem necessary to conduct investigations and prepare recommendations to be submitted to the Board of Directors and carry out such business transactions and activities as the Board may authorize at a duly elected meeting. of a written proxy, provided that in no event shall more than one vote by cast for each share of stock. All regular, espousal members and dependents shall have full use of the club facilities.

II. Members

  A. Classes: There shall be two classes of membership: Active and Inactive.

1. Active: There will be four categories of active members: shareholders, non-shareholders, limited shareholders, and honorary. Members of all these categories shall have full use of the club facilities, except as set out below.

a.) Shareholders: This includes the shareholder of record, his/her spouse from whom he/she is not judicially separated or divorced, and his/her unmarried children who are residing with either parent. A shareholder who has no spouse is permitted to have one guest accompany him/her at any time the shareholder uses the corporation's facilities or attends any function sponsored by the corporation, without having to pay a guest fee. At any meeting of the corporation, the shareholder of record is entitled to vote either in person or by proxy. In the absence of the shareholder of record, his/her spouse is entitled to vote, it being understood that only one vote may be cast for each share of stock.

b.) Non-Shareholders: This includes those unmarried children of the shareholder residing with the shareholder. These active members although active have no voting rights on any matter brought up for vote at a meeting of the corporation.

c.) Limited Shareholders: This includes shareholders in good standing who have attained the age of 60 who make application and whose application is approved by the Board of Directors for this status. These members shall have all the rights of a shareholder with the exception that they may not use certain facilities as outlined by the Board of Directors and they have no voting rights.

d.) Honorary: This includes those persons nominated by a majority of the Board of Directors for exemplary contribution to the corporation and confirmed by a majority vote of the shareholders at the annual membership meeting of the corporation or at a special meeting called for that purpose.

2. Inactive: In the event that an active member desires to retain his membership but to terminate his rights to use the facilities he/she must request this of the Board of Directors in writing. The Board of Directors in its sole discretion shall have the right to either approve or disapprove the request. If the request is disapproved, the shareholder may withdraw his/her request and remain active or resign as described in paragraph F below. Before the Board of Directors can consider the request of the member to become inactive all dues, fees, assessments or fines due the corporation by said member must be paid in full. If the request for inactive status is approved, the member, his/her spouse, and his/her children shall have no right to use the facilities of the corporation or vote (if applicable) at any meeting of the corporation or be an officer of the corporation or a member of its Board of Directors. If a member at some later date desires to activate his/her membership, he may request this of the Board of Directors. The Board of Directors in its sole discretion shall have the right to approve or disapprove this request. If the request is disapproved the shareholder may withdraw his/her request and remain inactive or resign as described in paragraph F below. If the request is approved the member may begin to exercise the rights of an active member subject to his/her performing the following:

Pay all assessments for capital improvements which were voted by the membership while said shareholder was inactive. Additionally he/she shall pay one-third of the amount of dues which would have been assessed that member during his/her period of inactive status, had he/she been on active status, or an amount equal to the initiation fee required by the Board of Directors of new members, whichever amount is the lesser. If the shareholder elects to pay the initiation fee, it will be the amount which is the highest amount which existed during the term of office of the Board which approves his/her request for active status.

Annually, the Board of Directors must review the Inactive membership roles and determine whether this status should be continues. If the Board of Directors determines that Inactive status should be terminate, they shall send a notice to the affected members, allowing them the option of reinstating their Active membership according to the conditions set out above or resigning.

  B. Application for Membership: Each applicant for regular membership shall present to the Secretary of the corporation a written application on a form prescribed by the Board of Directors, which shall include the name, address, marital status and members of family of the applicant and shall be signed by the applicant and one regular member of the corporation as a sponsor. Such application shall be delivered to the membership committee for evaluation and the membership committee shall in turn submit the application with its recommendations to the Board of Directors for final action. The Board of Directors shall post the name of all applicants on the Club bulletin board at which time any member of the corporation shall have the right to submit to the Board of Directors either in writing or orally any favorable or unfavorable comment which he may have concerning the applicant. The acceptance of the applicant will then be voted on at the next regularly called meeting. Upon acceptance by the Board of Directors, the applicant shall be entitled to purchase a share of stock in the corporation and become a member of said corporation upon cash payment of the purchase of the share of stock and the initiation fee as set by the Board of Directors. Dues shall be payable by new members commencing the first day of the month next succeeding the date of the issuance of the share of stock.

  C. Waiting List: When the limit of membership as set by the Board of Directors shall have been reached, the names of all applicants for membership shall be placed on a waiting list and thereafter as vacancies occur the names of the applicants shall be submitted by the membership committee in the order in which their names appear upon said waiting list; provided that when a regular member of the corporation selects option 3 relative to resignation, he shall have the right to designate the person to whom he wishes to sell his stock and if said prospective purchaser submits a membership application and is approved and accepted by the Board of Directors as provided for herein, said designated applicant shall be entitled to purchase said stock and become a member without regard to the order of applicants on the waiting list.

  D. Fines, Suspensions, and Terminations: Any member may be fined, suspended, or expelled from the corporation by the Board of Directors in the sole discretion of the Board upon the affirmative vote of 2/3 of the members of the Board of Directors present at a regularly called meeting of said Board which may reject and cancel any subscription of stock (if applicable) upon the return of the purchase price of said stock to the expelled shareholder, without the necessity of obtaining physical possession of the stock certificate.

  E. Limit of Stockholding Members: The Board of Directors shall be empowered to limit the number of shares of stock which shall be subscribed upon a vote of the majority of the Board of Directors provided that in no event may the Board of Directors limit the number of shares of stock to be subscribed to less than 350; and further provided that in no event shall the limitation of the number of shares of stock to be subscribed be construed as authorizing the Board to cancel or recall any shares of stock already issued and paid for, except as otherwise specifically provided for in the Articles of Incorporation and these bylaws.

  F. Resignation: Any members of the corporation may resign in an of the three ways outlined below:

1. Option #1 - Resignation: The member may resign by delivering to the corporation his resignation in writing along with his share of stock (if applicable), and the resignation becomes effective as of the date the written resignation is received by the corporation. Neither the resigned member or any other non-shareholder member of his family may use the Club's facilities as members. Also, the resigned shareholder member will be given by the corporation a non-interest bearing promissory note in the amount of the par value of the stock ($250.00). This note will be redeemed by the corporation within one year of the date resigned, or when the stock is sold, whichever occurs first. When the stock is sold, any dues or assessments owed shall be deducted from the par value of the stock. The resigned member is responsible for dues and assessments owed only up to the date of resignation, and not responsible for dues and assessments after that.

2. Option #2 - Preferred Sellers' List: Shareholder members desiring to use the club facilities while the corporation is seeking a buyer for the member's stock shall notify the corporation in writing to place the member's name on the Preferred Sellers' List. When the member's name reaches the top of the list, the corporation will sell the member's stock to the next approved new member. Seller will be remitted $350 less any amount owed to the corporation. While on the Preferred Sellers' List, the member is responsible for all dues and assessments and can use all club facilities until the stock is sold.

3. Option #3 - Sell Your Own Stock: Any shareholder may seek his own buyer of his stock. The buyer must be approved by the corporation as outlined above in Section B: Application for Membership. The member shall notify the corporation of the name of the buyer, and the buyer shall present to the corporation an application for membership plus and amount equal to the agreed upon sale price plus the initiation fee. Upon approval of the buyer, the corporation will pay the amount of the agreed upon sale price minus any dues or assessments owed by the member. The member is then resigned and can no longer use the club facilities as a member, effective the date the buyer is approved.

  G. Termination of Rights: Upon the termination of the membership of any member whether by resignation, expulsion, or other cause, all rights and interest of said member in and to the corporation and its property shall cease except with shareholder's right to the refund of the par value of his stock as provided in the Articles of Incorporation and by these Bylaws. In the event that the termination of membership occurs in conjunction with an unpaid financial obligation to the corporation, the corporation will refund only the par value of that member's stock over the amount needed to satisfy the member's indebtedness to the corporation.  Members selling their stock and moving out of the metropolitan area are allowed to use the club facilities for thirty days following the day of sale for a sum to be at the discretion of the Board of Directors. This shall be paid in advance.

III. Certificates of Stock

  A. Certificates: Certificates of stock of the corporation shall be numbered and shall be registered in the books of the corporation when they are issued. The certificates shall exhibit the name of the owner of record and shall be signed by the President and Secretary.

  B. Record Title: Corporation shall treat the owner of record of any share of stock as the owner in fact thereof and shall not be bound to recognize any equitable claim or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Louisiana.

  C. Issuance of Stock: Shares of stock in the corporation may only be issued in the name of persons duly approved for membership in the association and accepted as a member in accordance with the Bylaws and Articles of Incorporation. No share or shares of stock may be transferred or issued to a person who is not accepted as a member of the corporation.

  D. Lost Certificates: Any person claiming a certificate of stock to be lost or destroyed, shall present a notarized affidavit or affirmation of that fact to the Board of Directors which may in its discretion require the owner or owners of said lost or destroyed certificate to give the Club a bond equal to the book value of the certificates indemnifying the Club against any claim that may be made against it on account of the alleged loss, after which a new certificate of the same type and for the same number of shares as the one lost, may be issued by the said Board of Directors. Upon a majority vote of the Board, the requirement of an indemnification bond may be dispensed with.

IV. Order of Business

  A. General Membership Meetings: The order of business at the annual meeting and at duly called meetings of the general membership shall be as follows:

1. Roll Call (or registration of active members upon admission to meeting).

2. Receipt of voting proxies by Secretary.

3. Reading of minutes of previous meeting of general membership.

4. Report of Treasurer

5. Report of Committees

6. Report of Board of Directors

7. Elections.

8. Unfinished Business.

9. New Business, presented by Board of Directors and Officers.

10. Miscellaneous business.

11. Adjournment.

  B. The order of business at Director's meetings shall be as follows:

1. Roll Call

2. Reading of minutes of previous meeting.

3. Appropriate reports of Treasurer, Committees.

4. Discussion of an action upon subject for which meeting was called.

5. New Business.

6. Adjournment.

V. Nominations, Elections, Terms of Office

  A. Nominating Committee: At the first regular meeting after January 1st of each year the Board of Directors shall appoint a nominating committee consisting of five adult shareholders, not to include husband and wife, none of whom shall be officers of the corporation. The names of the nominating committee shall be immediately posted upon the bulletin board of the club facilities. It shall be the duty of the nominating committee to nominate from the adult shareholder members a sufficient number of nominees to fill vacancies on the Board of Directors which exist or will occur at the next annual meeting of the corporation, which names will be submitted to the officers and Board of Directors at least 30 days prior to the annual meeting. It shall be the President's or in his default, the Board of Director's responsibility, to post the names of said nominees on the Club facilities bulletin board at least 25 days prior to the date of the annual meeting over the signature of the chairman of the nominating committee. It shall be the duty of the nominating committee to contact each candidate and obtain his acceptance of the nomination before submitting it to the Board and such fact shall be noted on the committee report. Members of the nomination committee may not be selected as candidates by the committee.

  B. Independent Nominations: Independent candidates for election at the annual meeting may be nominated by letter signed by three regular members in good standing and delivered to the President at least 15 days before the annual meeting. The President, or in his default, the Board of Directors, shall be responsible to post the names of candidates nominated by independent nomination on the club facility bulletin board at least 10 days before the annual meeting.

  C. Nominations from the Floor: Nominations may be made from the floor at the annual meeting to fill vacancies only when sufficient candidates have not been nominated by the nominating committee.

  D. Failure to Post Nominations: Failure of the officers or Board of Directors to mail or post notices of the nominations and of the annual meeting as may be required by the Bylaws and Articles of Incorporation shall not affect the validity of the nomination, of the annual meetings, or of the election. However, in event of such failure to give required notices, a majority of the members entitled to vote present at the annual meeting may in their discretion move and vote to adjourn the meeting to some future date, not more than 30 days from the date fixed in the Articles of Incorporation, to allow such notice to be given as the members may deem appropriate. Such motion to suspend the annual meeting for cause must be made prior to commencement of the business of presenting nominees and conducting elections, or will be considered waived.

  E. Dues in Arrears: No share of stock shall be entitled to be voted on any matter brought before the general membership if the holder of that share is in arrears in the payment of dues, assessments, or fines. 

  F. Posting of Nominations: Prior to the annual meeting the Secretary shall cause the names of all properly nominated and eligible candidates to be printed, typed, or mimeographed on an official form of ballot in alphabetical order. One copy of said ballot shall be issued to each authorized voting member or proxy at the time of registration at the commencement of the annual meeting and shall be the only form of ballot to be counted in determining which nominees are elected. In the event that nominations are made from the floor in accordance with these bylaws, there shall be space on the official ballot to write in the names of persons nominated from the floor.

  G. Election Tellers: Prior to the annual meeting, the President shall appoint with the approval of the Board of Directors five regular or espousal members of the Club to be designated as tellers of the election, none of whom shall be officers of the Club, members of the Board of Directors, or candidates for election, and the tellers' duties shall be to assist the Secretary at the time of registration in the issuance of official ballots and to receive and canvass all executed ballots, tabulate same, and announce to the members of the Club the result of the election.

  H. Votes and Proxies: In all elections or matters which are brought to a vote at meetings of the general membership, the holder of the share of stock or his spouse shall be entitled to vote, always providing that there shall be no more than one vote permitted for each outstanding stock certificate. Only shareholders in good standing may be appointed as proxies, in the place of the shareholder, and no member may vote more than five proxies. Proof of said proxy shall be in writing, signed by the regular member, and shall name the proxy and authorize the proxy to vote in the place of the regular member. The written proxy shall be surrendered to the Secretary on call for an official ballot.

  I. Method of Voting: Each person entitled to vote shall do so by placing and "X" on the ballot immediately opposite the name of the candidate of his choice. The number of candidates that a member may vote for shall be limited to the number of vacancies to be filled at the election. In the event that a member votes for more candidates than there are vacancies, the ballot shall be declared void and of no effect. 

J. Determining Elections: The number of candidates necessary to fill the vacancies on the Board of Directors, receiving the highest number of votes, shall be declared elected and shall serve for a period of two (2) years or until their successors have been duly elected and qualified in the event that elections are not held at the end of the two year term.  In event of an equal number of votes being cast for the last vacancy to be filled on the Board of Directors, the winner shall be determined by a second vote in which only the tying candidates will be named.

K.  Directors' Term of Office:  Members of the Board shall serve a term of two (2) years.  There shall be thirteen (13) members of the Board of Directors, seven (7) of whom will be elected in even-numbered years and six (6) of whom will be elected in odd-numbered years.

L.  Officer's Term of Office:  Officers shall serve for a term of one (1) year and may be reelected for successive terms.  The outgoing President shall serve as an ex-officio member of the Board of Directors and shall receive notice in the same manner as members of the Board, but he shall not be entitled to vote unless he is a duly elected member of the Board.

VI.  DUES, SPECIAL ASSESSMENTS, INITIAL FEES AND FINES

A.  Initiation Fee:  The Board of Directors shall be empowered upon the affirmative vote of a majority of said Board at a meeting duly called to assess an initiation fee in an amount to be determined by the Board of Directors upon all persons becoming stockholder members of the corporation subsequent to the date of said action by the Board of Directors.  This initiation fee shall be assessed as the Board of Directors determines and shall be nonreturnable upon applicant's acceptance for membership.  The initiation fee may be raised, lowered or deleted upon the majority action of the Board of Directors.

B.  Annual Dues and Collections:  The annual dues of this corporation shall be due and payable at a time and in an amount as set forth by the Board of Directors.  In the event that dues are not paid when they become due, the deterrent members shall be denied the privilege of using any of the corporation's Club facilities as a member or a guest of another member, and shall have no right to vote in elections or other matters put to a vote.  The names of the delinquent members shall be posted on the Club facilities bulletin board showing the amount and date due.  If dues and charges are not paid when due, the corporation shall assess the delinquent member an additional amount as set out by the Board of Directors.  Upon full payment of amounts due, the delinquent members and members of his family shall be reinstated as members in good standing.

1.) Late Fees: Any late fee established by the Board of Directors as a penalty for failure to pay annual dues shall be assessed monthly on the 15th day after that payment was due.

2.) The Board of Directors may consider expulsion for members who are more than one quarter in arrears and must consider expulsion for members who are more than two quarters in arrears.  Any unpaid portion of the quarter's dues dictates an entire quarter in arrears.

C.  Special Assessments and Charges: No special assessments may be assessed against the membership except in accordance with the provisions of the Articles of Incorporation.  Special charges or assessments may be voted by the Board of Directors in connection with special social functions of the corporation, provided such assessments or charges shall be made to finance the social function and shall be assessed only upon those persons who voluntarily attend or participate in the social function.  No assessment may be made against the general membership for special social functions except in accordance with the provisions of the Articles of Incorporation pertaining to assessments.

D. Fines:  The Board of Directors shall be empowered to fine a member for misconduct or violation of the corporation's Articles of Incorporation, By-Laws or operating rules, by members or associate members of his family, provided that in no event shall the fine be more than $25.00.

E.  Charges for Destruction of Property:  In event that a member or associate member of his family negligently, willfully, or maliciously damages or destroys property belonging to the corporation or causes unnecessary expenses to the corporation, the Board of Directors shall have the right to charge and collect from said member the damages or expenditures resulting from the negligent, malicious or willful acts of the member by the same means as dues are collected and with the same consequence for failure or delinquent payment.