Artesia Country Club Bylaws

As Amended January 2024

ARTICLE I THE CLUB

Section 1. NAME--The name of the Corporation shall be ARTESIA COUNTRY CLUB, and for designation purposes is referred to in these ByLaws as the Club.

Section 2. LOCATION--The Office of the Club shall be located at the Club House, but nothing contained in these ByLaws shall prevent the holding of meetings of the Club or of the Board and the transaction of any business pertinent to this club at some other place. The Post Office address of the Club shall be PO Box 1305, Artesia, New Mexico 88210.

Section 3. OBJECTS--The purpose for which the Club is formed is not to make a profit but to own, establish or lease, and maintain a social organization with Club House, Golf Course, Banquet Facilities, Outdoor Pavilion and such other recreational facilities as may from time to time be determined necessary and expedient by the Board, and to accomplish those purposes set forth in the Articles of Incorporation.

Section 4. FISCAL YEAR--The fiscal year of the Club shall be from January first to December 31st of each year.

ARTICLE II BOARD OF DIRECTORS

Section 1. ORGANIZATION

1. The property and affairs of the Club shall be managed by a Board of Directors composed of nine members of the Club, elected as hereinafter provided, subject to the mandates of the voting members at their annual meeting, or at any special meeting called for the purpose of acting upon the affairs of the Club. Each director shall hold office for the term which he is elected and until his successor is elected and qualified.

2. For designation purposes, the Board of Directors is referred to in these ByLaws as the Board.

3. A Board Member who misses three meetings in succession, without a valid excuse, will be replaced.

Section 2. POWERS

1. All decisions of the Board shall be by majority vote of the directors present, except where otherwise provided.

2. Without prejudice to the powers conferred by law, by the Articles of Incorporation of the Club and by these ByLaws, it is hereby expressly declared that the Board shall have the following authority:

(a) To examine and adjudge the qualification of each applicant for membership, being hereby granted full and final authority to accept or reject any such membership application.

(b) To hear and determine charges made against any member, being hereby granted full and final authority to reprimand, suspend, or expel any member as hereinafter provided. A member may be privately disciplined for cause upon the affirmative vote of a majority of the Board, but public reprimand, suspension or expulsion shall require the affirmative vote of seven (7) of the nine (9) directors.

(c) To elect all officers of the club and to remove any officer for conduct prejudicial to the interest of the Club or for failure or inability to exercise their duties by an affirmative vote of seven (7) of the nine (9) directors.

(d) To employ and discharge all employees of the Club.

(e) To make rules for their own government and for the government of the Club; to prescribe and enforce penalties for violation of these rules and ByLaws of the Club, and shall have and exercise such other powers as may be necessary or proper to attain the objects of the Club.

(f) To authorize the President to appoint such standing or other committees as in their judgment are necessary for the proper management of the Club, and to define and delegate the duties and powers of such committees.

(g) To fill all vacancies occurring in the Board for a term until the next annual election, by majority vote of the remaining members and to elect a presiding officer in the event that both the President and Vice-President offices are vacant.

(h) To make or authorize the purchase of materials or supplies and to contract for whatever may be reasonably required in the operation and maintenance of the Club, and to make such alterations and improvements in the property and facilities of the Club as in their discretion is necessary and expedient.

(i) Capital purchases over $1,000.00 must be approved by the Board.

ARTICLE III OFFICERS

Section 1. SELECTION OF OFFICERS

1. The officers of the Club shall consist of a President, Vice-President, Secretary and Treasurer, all of whom shall be chosen by the Board immediately following the annual election, from members of the Board, except the Secretary, who may be chosen from the membership of the Club.

2. All Officers shall be chosen for a term of one (1) year and until their successors are elected and qualified.

Section 2. DUTIES OF THE PRESIDENT

1. The President shall be ex-officio member of all committees; and have general supervision of all the affairs of the Club. The President shall, with the Secretary, execute all conveyances, sign all written contracts and obligations of the Club and perform all duties usually annexed to The President’s office.

2. With the consent of the Board, The President shall appoint the following standing committees, namely, House Committee, Grounds and Greens Committee, Membership/Bylaws/Rules Committee, Tournament Committee, Projects Committee and Finance Committee, each consisting of resident members, at least one (1) of whom shall be a member of the Board and shall from time to time appoint such other committees as shall be authorized by the Board, each of which shall report to the membership at the Annual Meeting.

Section 3. DUTIES OF THE VICE-PRESIDENT--The Vice-President of the Club shall, in the absence of the President act as such, perform all duties and have all the powers of the President.

Section 4. DUTIES OF THE SECRETARY--The Secretary shall prepare and maintain the official documents of the Club as a non-voting member of the Board.

1. The Secretary shall attend and give notice of all meetings of the Club and of the Board, and shall record true minutes of the proceedings of all of such meetings, and preserve the same in the books of the corporation.

2. The Secretary shall keep a record of all policies and action items approved by the Board. The Secretary shall be the custodian of the corporate seal and shall have the authority to affix the same to all instruments where its use is required.

3. The Secretary shall maintain and monitor a calendar of important dates for the Club, excluding Tournaments and Special Events.

Section 5. DUTIES OF THE TREASURER--The Treasurer shall manage and report on the Club’s finances.

1. The Treasurer shall assist in the preparation of the budgets and monitor the budget on a monthly basis. The Treasurer shall oversee all financial transactions, including the disbursement of Club funds as authorized by the Board and shall supervise the keeping of all books of accounts of the Club, which books shall be open at all times to the inspection of the Board, and shall submit to the Board at their monthly meetings, and to the members at their annual meetings, a report of the financial condition of the Club and the number of memberships. The Treasurer shall send an annual financial statement to each member 14 days prior to the annual meeting.

2. The Treasurer shall serve as the Chair of the Finance Committee. Financial status of the Club shall be reviewed on an annual basis. Review shall be performed by a third party, Certified Public Accounting Firm and reported to the Board of Directors.

ARTICLE IV ELECTIONS

Section 1. DIRECTORS

1. The election of nine (9) members constituting the Board shall be held at the annual membership meeting of the Club and shall be by ballot or proxy. The voting shall be conducted and the ballots counted by two (2) tellers appointed by the President or the presiding officer for the purpose, neither of whom shall be a member of the Board. The ballots and proxies shall be retained for a period of sixty (60) days.

2. At each annual meeting, three (3) directors shall be elected for a term of three (3) years, and such additional directors shall be elected as necessary to fill vacancies occurring in the Board for the remainder of the unexpired term.

3. At each succeeding election, the Board shall, within thirty (30) days preceding the annual meeting, appoint a nominating committee of three (3) resident members of the Club, not more than one (1) of whom shall be a member of the Board. The nominating committee shall nominate at least three (3) persons to serve as the directors, for three-year terms, and at least one additional person for each vacancy that may have occurred on the Board to serve for the remainder of the unexpired terms. Each nominee must be a resident member of the Club in good standing. The list, so named, shall be posted on the Club bulletin board and a copy of the list mailed to each member of the Club by the Secretary at least 14 days before the annual meeting. Other resident members in good standing may be nominated from the floor for directors by a resident member. 4. A director may not be re-elected in the year in which his three (3) year term has expired.

ARTICLE V MEETINGS

Section 1. ANNUAL MEMBERSHIP MEETING--The annual meeting of the Club shall be held at the Club House, or at such other place in Artesia, New Mexico, as the President shall designate, on the fourth Monday in February of each year, for the election of directors, and for the transaction of such other business that may be properly brought before the meeting. Notice of the annual meeting shall be mailed by the Secretary to each member at least fourteen (14) days before the date of the meeting.

Section 2. SPECIAL MEMBERSHIP MEETINGS--Special meetings of the Club shall be held on the call of the President, acting on behalf of the Board or upon written application of twenty percent (20%) of the resident members in good standing, filed with the Secretary. Special meetings shall be held in the Club House, or at such other place in Artesia, New Mexico, as the President shall designate, at a time to be determined by the Board. Notice of such meetings, stating the time, place and purpose thereof, shall be mailed by the Secretary to all members at least five (5) days before the date of such meeting, and at such meeting no other business than that stated may be transacted.

Section 3. ANNUAL BOARD MEETING--The annual meeting of the Board shall immediately follow the annual meeting of the Club.

Section 4. REGULAR BOARD MEETINGS--Regular Board Meetings shall be held at such time and place designated by the President.

Section 5. SPECIAL BOARD MEETINGS--Special Meetings of the Board shall be held on the call of the President, acting on his own initiative or upon written application of five (5) members of the Board. Such meetings shall be held in the Club House or at such other place in Artesia, New Mexico, and at such time as the President or the five Board Members shall designate.

Section 6. QUORUM OF MEMBERSHIP MEETING--Ten percent (10%) of the voting members of the Club represented in person or by proxy shall constitute a quorum at any club meeting, but less than that number may adjourn the meeting to a fixed date without further notice thereof.

Section 7. QUORUM OF BOARD MEETING--A quorum of any meeting of the Board shall consist of five (5) directors, except in expulsion proceedings when a quorum shall be seven (7) directors. The minutes of all Board Meetings shall be available for review in the accounting office.

Section 8. VOTING--All voting at membership meetings shall be in person or be proxy, and all proxies shall be in writing and signed by the voting member. All those voting proxies shall be members of the Club. All voting at any Club or Board Meeting shall be in person or by proxy, and all proxies shall be in writing and signed by the voting member. Roberts Rules of Order shall be the rules for conduct of all meetings.

ARTICLE VI MEMBERSHIP

Section 1. APPROVAL--Upon Board approval of the application and payments of the entire fee, a new member shall be entitled to all Club privileges.

Section 2. MEMBERS--

1. Any person of good moral character of twenty-one (21) years or over, who may desire to become a member of the Club, shall present or cause to be presented to the Board, an application, on the form approved and supplied by the Membership Committee, signed by applicant and two (2) voting members of the Club, in good standing, as sponsors for applicant. All membership applications will be maintained by the Business Office of the Club.

2. A membership includes all family members residing in the immediate household of a member, including single persons under age 21 or an unmarried full-time student under the age of 24.

3. As soon as such application shall have been received it shall be referred to the Membership Committee, who will investigate the applicant’s qualifications for membership.

4. If the Membership Committee decides that the applicant will not be a desirable member, it shall return the application to the Board with its recommendation to reject, and the Board shall at its next meeting determine whether such application shall be accepted or rejected.

5. No applicant shall be considered a member until he has presented written evidence that he has paid the entrance fee for such membership.

Section 3. DUES--All members shall pay dues and assessments in such amounts and at such times as may be designated by the Board. If said dues and assessments are not paid in full for a period of 60 days, that membership shall be suspended. Memberships that have been suspended two or more times within a 12 month period will have their charging privileges revoked and be on a cash basis only. Charging privileges will be reinstated after 12 months of timely payment history of dues and cart club monthly fees. If a membership is delinquent or suspended again within the 12 months, the membership will be reviewed by the Board for continued privilege suspension and/or possible termination. Termination for non-payment after 60 days, shall be voted upon by the Board, and only be had upon the affirmative vote of five (5) directors. Every effort shall be made to recover all charges for the services at the Club, including the monthly dues, for the month they were incurred. Once a membership terminates, it cannot be renewed, sold, or transferred.

Section 4. DELINQUENCY--All Club indebtedness, including dues, shall be payable by the 20th of each month. Accounts are considered past due if not paid by the 20th and will be assessed a $40 late fee monthly.

Section 5. WAIVER OF DUES--The Board, upon written request, may waive payment of dues in favor of a member, when it shall be made to appear that such member will be unable to avail himself of the Club facilities. No waiver of dues will be allowed for a period of more than one (1) year and shall never be for more that one-half of the dues payable.

Section 6. RESIGNATIONS--Any member wishing to withdraw from the Club, must submit to the Membership Chairman a resignation in writing to be presented to the Board, which shall be effective as of the date accepted by the Board, and no resignation of a member not in good standing will be accepted until he shall have paid his Club obligations in full.

Section 7. ENTRANCE FEES AND MEMBERSHIPS—An entrance fee shall be assessed to all new members. The terms of payment of the entrance fee shall be set by the Board. Upon payment of said entrance fee and approval of the Board, each member shall be entitled to a membership card.

Section 8. REPRIMAND, SUSPENSION OR EXPULSION--Any member may be reprimanded, suspended or expelled for unbecoming conduct or persistent refusal to conform to the ByLaws and Rules and Regulations of the Club. A suspension or expulsion, except for nonpayment of dues or indebtedness, shall only be had upon the affirmative vote of seven (7) directors, after reasonable notice and opportunity to be heard on his own behalf have been accorded such member. If expelled, and member receives Board approval to reinstate membership, member must pay initiation fee again and meet with Membership Committee to discuss a resolution strategy.

Section 9. TEMPORARY NON-RESIDENT MEMBERSHIPS

1. One time Temporary full, nonvoting, six (6) month memberships are offered to temporary nonresidents. This membership will pay the prevailing monthly dues structure for a six (6) month period, with an entrance fee of $250 which would entitle them to full services of the Club and golf course, but with no guest privileges. Renewals will not be allowed on temporary memberships.

2. The dues for a six (6) month period would be payable at the inception of the membership, and temporary membership cards would be used by persons authorized by the Board. These temporary membership cards would state the beginning and ending date of the six (6) month period. Any use of Club or course facilities will require the showing of the card to the proper manager. All Club and course rules must be adhered to.

3. Payment for services will be rendered at the time of use either by cash or credit card. Under no circumstances will a charge account be established.

Section 10. SPECIAL MEMBERSHIP—AHS Future Golfers Membership is a temporary, seasonal membership agreement between junior applicant and the Artesia Country Club. The junior must have not graduated from high school and must have high school eligibility left. The junior must be at least 13 years old. All rules governing regular members apply to the junior program. Dues will be set by the Board.

Section 12. CREATION OF MEMBERSHIPS--Any special membership created by the Board can only be created by amending the ByLaws. Memberships will adhere to the ByLaws and revisions can only be created by amending the ByLaws at either the annual membership meeting or special membership meeting.

Section 14. EVENT MEMBERSHIPS

1. The term of an event membership will be one day and must have prior Board approval. These memberships are not transferable during the one-year period.

2. The event membership will only be valid in one or more of the party areas and valid only for the use of hosting parties.

3. Event memberships are non-voting membership and not allowed any club privileges including golf, lounge, or restaurant.

4. The cost of an event membership is subject to Board Discretion. Event memberships must complete an application. The event membership must be approved by the Board.

ARTICLE VII AMENDMENTS

Section 1. PROCEDURE TO AMEND BYLAWS--These ByLaws may be amended by the voting membership at the Annual Meeting or a Special Meeting provided the proposed amendments are mailed with the call for the meeting fourteen (14) days prior to the date of the meeting. The same quorum as in Article V, Section 6, shall be necessary to amend ByLaws. A copy of the revised ByLaws shall be mailed to each member.