By Laws

By Laws

Index

Article I. Name and Purpose

Section 1. Name

Section 2. Purposes

Article II. Offices and Registered Agent

Section 1. Registered Office and Agent

Article III. Membership, Board of Directors, and Advisory Board

Section 1. Membership
Section 2. Termination of Membership

Section 3. General Powers

Section 4. Number, Election, and Tenure of the Board of Directors

Section 5. Removal from the Board of Directors

Section 6. Regular Meetings of the Board of Directors

Section 7. Special Meetings of the Board of Directors

Section 8. Notice of Special Meetings

Section 9. Quorum

Section 10. Manner of Acting

Section 11. Membership Voting

Section 12. Informal Action

Section 13. Vacancies

Section 14. Honorary Board Members

Article IV. Officers

Section 1. Officers

Section 2. Election and Tenure

Section 3. Vacancies

Section 4. President

Section 5. Vice President

Section 6. Secretary

Section 7. Treasurer

Article V. Fees

Section 1. Cost and Schedule

Section 2. Payment

Section 3. Extensions

Article VI. Contracts, Checks, Deposits, and Gifts

Section 1. Contracts

Section 2. Checks

Section 3. Deposits

Section 4. Gifts

Article VII. Indemnity

Section 1. Right to Indemnification

Section 2. Insurance

Section 3. Effect of Amendment

Article VII. Dispute Resolution

Article IX. Books and Records

Article X. Fiscal Year

Article XI. Waiver of Notice

Article XII. Amendment of By Laws

Article XIII. Dissolution

Article XIV. Conflict of Interest
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Article I.

Name and Purpose

Section 1. Name

The League shall be known as GLENVIEW PARK GOLF CLUB MENS SENIOR LEAGUE (GPGCMSL).

Section 2. Purposes

The League is organized and shall be operated exclusively to establish and maintain an organized schedule of competitive golf for the benefit of the members. Within this framework, the purpose or purposes for which the League is organized are:

1. Promote league play in the spirit of enhancing recreational activity and social interactions. 

2. To partner with and promote the Glenview Park Golf Club through use of said facilities and qualitative interaction with management, staff and the community in such manner and at such time or times as deemed proper by the Board of Directors.

3. To engage in any and all lawful activities that may be incidental or reasonably related to any of the foregoing purposes, and to have and exercise all other powers and authority now or hereafter conferred upon by these By Laws. 

Notwithstanding any of the foregoing:

1. The League is not organized for pecuniary profit or financial gain, and it shall have no capital stock and no power to issue shares of stock or to declare dividends.

2. Members, directors and officers of the League shall receive no compensation for their services as directors but may be reimbursed for expenses incurred in a reasonable amount in the performance of their duties.  

3. The League shall not carry on any propaganda, or otherwise attempt to influence legislation, and shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

4. The League does not seek recognition as a non-profit organization and shall distribute its income each year to cover actual expenses and operates on a break-even basis.

Article II

Offices and Registered Agent

Section 1. Registered Office and Agent

The League shall not have or maintain any status as a registered office in Illinois or registered agent thereof.

Article III

Membership, Board of Directors and Advisory Board

Section 1. Membership

Membership eligibility is 55 years of age and above; players may turn 55 within respective season. Total membership of the organization shall be limited to 60 regular players. Membership shall include those who have paid or agreed to pay the regular golf fees established by the Board of Directors (the Board).

A substitute roster will be maintained each year and limited to 20 players. A back-up substitute roster will be maintained, and respective players will be moved to the active substitute roster as openings become available.

Openings for membership in the organization shall be filled at the beginning of each season with preference for membership shall be as follows.

1. First preference shall be accorded to playing members through the season last past and who indicate their intention to continue as regular playing members within the time set by the Board.

2. Second preference shall be accorded to former members of the golf league but withdrew for reasons, such as sickness or injury, acceptable to the Board. Such persons shall indicate their desire to rejoin the organization within the time set by the Board.

3. Third preference shall be accorded to wait list golfers of the previous year and who indicate their desire to join the organization within the time set by the Board.

4. Fourth preference shall be accorded to substitute golfers who have played in the previous season who indicate their desire to join the organization within the time set by the Board.

5. Fifth preference shall be accorded all other golfers who indicate their desire to join the organization and whose applications are acceptable to the Board.

Replacement of members whose membership terminated during the season shall be made by the Board using the preference criteria above. Selection within each preference group shall be determined by two thirds vote of the Board. 

Section 2. Termination of Membership

Membership in the organization may be terminated by one of the following circumstances.

1. By failure to pay the established annual fees when due.

2. By failure to indicate intention to continue as a member within the time set by the Board, but such failure may be excused by express action of the Board. 

3. By resignation submitted to and accepted by the Board.

4. By failure to play six or more regularly scheduled golf events without legitimate excuse approved by the Board. Regularly scheduled golf events are generally each week of league play.

5. By unanimous vote of the Board, or by the vote of two-thirds of all the members of the organization, when a member is determined to be guilty of willful violation of the rules and regulations of the organization or of any act detrimental to its interest and welfare. The charges against said member shall be in writing, and he shall be entitled to a hearing. The decision of the Board to expel a member on the above grounds may be appealed to a meeting of the members, and such decision shall be sustained if a majority of all the members present vote to support the decision of the Board.

Termination of membership the provision of paragraphs (d) or (e) of this section shall result in the forfeiture of all fees paid by the member.

Section 3. General Powers

The assets and affairs of the League shall be managed by its Board of Directors.

Section 4. Number, Election, and Tenure of the Board of Directors

The initial Board of Directors shall be appointed by the organizers for a one-year term which may be extended to coincide with the annual meeting. The number of subsequent directors shall be determined by the Board of Directors at each annual meeting but shall not be less than five (5) or more than seven (7) directors, each to serve until the adjournment of the next annual meeting of the Board of Directors and until his successor shall have been elected and qualified. Newly elected directors shall take office upon the adjournment of the annual meeting at which they are elected.  Directors may be elected to any number of successive terms.  

Section 5. Removal from Board of Directors

Failure to attend more than two (2) meetings without prior communications with the President or Secretary, or failure to promote the stated purposes of the League shall be cause for removal from the Board of Directors. Notwithstanding anything to the contrary, a Director may resign at any time, but notice must be provided to the Board at least fourteen (14) days prior to the next regular or special meeting of the Board.

Section 6. Regular Meetings of the Board of Directors

The Board of Directors shall conduct two regular membership meetings each year, one being held during the spring and the other during the fall at a date and time designated by the Board.

1. Spring meeting will be held prior to the start of each season for the purpose of discussing the upcoming League schedule, League format, to propose amendments, and any other pertinent League information for conveyance to membership.

2. Fall meeting will be held subsequent to the conclusion of each season for the purpose of receiving feedback while fresh on the minds of members, to propose amendments, annual election of Board of Directors, and any other pertinent League information for conveyance to membership. 

3. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings without other notice than such resolution.  

4. Directors may participate in and act at any meeting of the Board of Directors in person or through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting shall constitute attendance and presence of the person or persons so participating.

5. At least three (3) days-notice shall be given if there is a change of a regular meeting date.

Section 7. Special Meetings of the Board of Directors

Special meetings of the Board of Directors may be called by or at the request of the President, or any three (3) directors, or by written request of 25% of active membership.

Section 8. Notice of Special Meetings

Notice of any special Meeting of the Board of Directors shall be given (i) at least two days prior, thereto delivered personally or by telephone or by email to each director, or (ii) at least five days prior, thereto by written or printed notice mailed to each director at his address as shown in the records of the League. If mailed, such notice shall be deemed to be delivered when deposited in the United States Postal Service in a sealed envelope so addressed, with postage thereon prepaid. Any director may waive notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, other than as required by these By Laws.

Section 9. Quorum

A majority of the number of directors as fixed in Section 4 of this Article III shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors, provided that if less than a quorum is present at any such meeting, a majority of the directors present, or the sole director present, may adjourn the meeting to another time without further notice.

Section 10. Manner of Acting

The act of a majority of the directors present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors.

Section 11. Membership Voting

Membership shall vote on matters, as defined by the Board of Directors, that impact the organizational structure of the League. In such instances each member of the organization shall be entitled to one vote. Absent members will not have a vote. No member may vote by proxy or authorize any other person to represent them on matters considered at any meetings of the members.

Matters that will exercise membership voting shall include but not be limited to:

1. Amendments to By Laws

2. Electing or removing Board Members

3. Approving League mergers

4. Dissolution

Section 12. Informal Action

Any action which is required by law or these By Laws to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all the directors shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Board of Directors and may be stated as such in any certificate or document reflecting the action taken.

Section 13. Vacancies

Any vacancy occurring in the Board of Directors, or any directorship to be filled by reason of an increase in the number of directors including the initial board, shall by filled by the Board of Directors unless otherwise required by law or these By Laws, and the filling of such vacancies shall be undertaken by the Board of Directors as soon as practical. A director elected to fill a vacancy shall serve for the unexpired term of his predecessor in office, and a director elected to fill a new directorship shall serve until the adjournment of the next annual meeting of the Board of Directors and until his successor shall have been elected and qualified.

Section 14. Honorary Board Members

Honorary Board Members shall advise the Board of Directors at any meeting thereof. These members will serve one-year terms and there shall be no limit on the number of consecutive terms an Honorary Board Member may serve. Honorary Board Members shall not have a vote in League business nor be included in any quorum count.

Honorary Board Members shall include, but not be limited to, the current Director of Golf Operations for the Glenview Park Golf Club, the current Superintendent of Golf for the Glenview Park Golf Club, and Glenview Park District Commissioner liaison to Glenview Park Golf Club. In addition, the Board of Directors may appoint any other Honorary Board Members for similar terms of office.

Unless stated otherwise, any notice shall be deemed sufficient if sent via email.  

Article IV

Officers

Section 1. Officers

The officers of the League shall be a President, a Vice President, a Secretary, and a Treasurer. The President and the Vice President shall be chosen from the Board of Directors, or if elected at the annual meeting of the Board of Directors, shall be a newly elected director.

Section 2. Election and Tenure

The officers of the League shall be elected annually by the Board of Directors at its annual meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practical. Each officer shall hold office until the adjournment of the next annual meeting of the Board of Directors and until his successor shall have been duly elected and qualified, or until his resignation, unforeseen vacancy, or removal in the manner hereinafter provided.

A member of the Board of Directors may not serve more than three consecutive full one-year terms in any one office.

Section 3. Vacancies

1. Any vacancy occurring in any office of the League shall be filled at the first regular meeting after the vacancy occurs, by a person elected by the Board of Directors, proper notice having been given. The newly elected officer shall serve the remainder of the unexpired term to which he was elected.

2. Resignation. The resignation of any officer shall be submitted to the President at least seven (7) business days prior to the next regular meeting of the Board of Directors, so that proper notice of a vacancy may be published, and an item added to the agenda. 

3. Removal. Any officer may be removed by the Board of Directors. Recommendation for the removal of an officer shall be submitted, in writing, to the President or the Vice President. If the removal of the President is recommended, at least seven (7) days prior to the next meeting of the Board of Directors, so that proper notice may be given, and an agenda item added to the agenda.

4. Notice. Proper notice to all members of the Board of Directors shall be in writing, mailed to his residence. Notice is considered completed when a properly addressed, stamped notice is deposited with the United State Postal Service.

Section 4. President

The President shall be the principal executive officer of the League and shall in general supervise and direct all of the business and affairs of the League subject to the discretion and control of the Board of Directors.

The President shall preside at all meetings of the Board of Directors.

The President may sign, alone or with the Secretary or any other proper officer of the League authorized by the Board of Directors or these By Laws, any contracts or other instruments which the Board of Directors has authorized to be executed or the execution of which is in the ordinary Club of the League’s business. The President shall, in general, perform all duties customarily incident to the office of President and such other duties as may be prescribed from time to time by the Board of Directors.

Section 5. Vice President

The Vice President shall assist the President in the discharge of the duties of the President as the President may direct and shall perform other duties as may be assigned from time to time by the President or the Board of Directors.

In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restriction upon the President. 

Section 6. Secretary

The Secretary shall keep the minutes of the meetings of the Board of Directors and of all Executive Committees in one or more books provided for that purpose;  see that all notices are duly given in accordance with the provisions of these By Laws or as required by law;  be custodian of the League records;  in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

Section 7. Treasurer

The Treasurer shall have charge and custody of and be responsible for all funds and assets of the League; receive and give receipts for moneys due and payable to the League from any source whatsoever, and deposit all such moneys in the name of the League in such depositories as shall be selected in accordance with the provisions of Section 3 of Article V of these By Laws; and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors, or by these By Laws.

Article V

Fees

Section 1. Cost and Schedule
Prior to beginning the current season, the Secretary/Treasurer shall prepare an annual fee statement and payment schedule for approval by the Board. A member of the Board will present the fee cost and payment schedule to the members at the spring meeting and distribute by email.

Section 2. Payment
Annual fees are to be paid by each member in the manner of payment thereof set by the Board. If any member fails to pay said fees on or before the due dates, the Board may revoke membership in accordance with the rules of Section 4 and replace that person with a new member selected in accordance with the Membership rules of Section 3.

Section 3. Extensions.
Special extensions may be granted by the League Secretary/Treasurer in extenuating circumstances. In any event, all fees must be paid by the start of regular league play.

Article VI

Contracts, Checks, Deposits and Gifts

Section 1. Contracts

The Board of Directors may authorize any officer or officers, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the League, and such authority may be general or confined to specific instances.

Section 2.  Checks

All checks, drafts, or other orders for the payment of money, issued in the name of the League, shall be signed by such officer or officers, agent or agents of the League and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the League.

Section 3. Deposits

All funds of the League not otherwise employed shall be deposited from time to time to the credit of the League in such depositories as the Board of Directors may select.

Section 4.  Gifts

The Board of Directors may accept, on behalf of the League, any contribution, gift or bequest for the general purpose or for any special purposes of the League.

Article VII

Indemnity

Section 1. Right to Indemnification

All Directors and Officers of the League are volunteer by nature and serve for the sole purpose of facilitating an organized League for the purpose of recreational play on behalf of members and through the host golf course Glenview Park Golf Club.

As such, the League Membership and the Glenview Park Golf Club shall hold harmless and indemnify all present and past League Directors and Officers to the fullest extent authorized by the laws of Illinois as the same now or may be hereafter exist (but, in the case of any change, only to the extent that such change permits the League to provide broader indemnification rights than said law permitted the League to provide prior to such change) on any action rightfully performed on their behalf in accordance with these By Laws.

Acknowledgement of this Article VII. Section 1 is made by Membership through submission of an annual registration form and payment of membership dues and made by Glenview Park Golf Club through signing of an annual contractual agreement between the Glenview Park Golf Club and League Board of Directors.  

Section 2. Insurance

The League may maintain insurance, at its expense, to protect itself and any director or officer of the League against any expense, liability or loss, whether or not the League would have the power to indemnify such a person against such expense, liability or loss under Illinois state law.

Section 3. Effect of Amendment

Any amendment, repeal or modification of any provision of this section by the members or the Board of Directors of the League shall not adversely affect any right or protection of a director or officer of the League existing at the time of such amendment, repeal, or modification.

Article VIII

Dispute Resolution 

Any dispute involving directors, officers, or members of the League shall first be submitted to non-binding mediation before any independent or third-party acceptable to all sides in the dispute, with all sides to share in the mediator’s fees equally. In the event such mediation effects occur but are not successful, then, and only following unsuccessful mediation, any dispute involving directors, officers, or members of the League shall be submitted to binding arbitration in Glenview, Illinois before any arbitrator acceptable to all sides in the dispute, with all sides to share in the arbitrator’s costs equally. In the event parties to the dispute cannot agree upon arbitrators, the dispute will be submitted to the American Arbitration Association in Chicago, Illinois and conducted according to institutions rules. 

Article IX

Books and Records

The League shall keep correct and complete books and records of account and shall also keep minutes or proceedings of the Board of Directors. 

Article X

Fiscal Year

The fiscal year of the League shall begin on the first day of January in each calendar year and end on the last day in December in the succeeding calendar year.

Article XI

Waiver of Notice

Whenever any notice is required to be given under applicable law, these By Laws waivers thereof in writing signed by the person or persons entitled to such notice, whether before or after the time specified therein, shall be deemed equivalent to the giving of such notice.

Article XII

Amendment of By Laws

The power to amend By Laws or adopt new By Laws shall be vested in the Board of Directors. By Laws may be amended, or revised By Laws adopted, at any regular meeting of the Board of Directors by a vote of the majority of the members serving on the Board of Directors, provided that notice of the proposed amendment or revision shall have been given at the previous regular meeting, or written notice has been given to all Board Members thirty (30) days in advance of the meeting at which the amendment is to be considered.

Article XIII

Dissolution

Upon dissolution or final liquidation of the League, the assets of the League after payment of its obligations have been made or otherwise provided for, and which is not held upon condition requiring return, transfer or conveyance, which condition occurs by reason of such dissolution of final liquidation, shall be transferred to the youth golf program at Glenview Park Golf Club, Glenview, Illinois, which has purposes similar in nature as those stated in Article I above.

Article XIV

Conflict of Interest

Any duality of interest or possible conflict of interest on the part of any governing Board member should be disclosed to other members of the Board and made a matter of record, either through an annual procedure or when this interest becomes a matter of Board action. Any governing Board member having a duality of interest or possible conflict of interest on any matter should not vote or use personal influence on the matter and should not be counted in determining the quorum for the meeting, even when permitted by law. The minutes of the meeting should indicate that a possible conflict of interest was disclosed, the appropriate Board member(s) abstained from voting, and a quorum was present. The foregoing requirements should not be construed as preventing a Board member with a potential conflict of interest from briefly stating a position on the matter, nor from answering pertinent questions of other Board members, since this knowledge may be relevant to the business of the League.