As amended on December 9, 2013
The objects of The Pines Country Club, Inc., hereafter referred to as “the Pines”, are those set forth in the Certificate of Incorporation, a copy of which is on file with the West Virginia Secretary of State.
The principal office of the Pines is located at 3062 Point Marion Road, Morgantown, West Virginia 26505.
The Pines is a private for-profit golf and country club owned and governed by its stockholders and stockholder members. It is to provide its stockholder members, non-voting members, and guests with an environment that is safe, well-maintained, and conducive to recreational (i.e., golf, swimming, golf practice areas, etc.) and social (food services, social gatherings, use of facilities, etc.) activities. The Pines seeks to provide these golfing and other services to our members in a profitable manner. Profitability is defined as net income after taking proper account of depreciation and amortization expenses.
The Pines is to develop and maintain an updated functional set of bylaws, rules and regulations, and/or policies that are to govern the overall operation of the Pines and the participation of its stockholder members, non-voting members, guests, and employees.
The issuance and transfer of certificates of stock, in the form of a share of Capital Stock or a Certificate of Common Stock, hereafter referred to as a “share of stock,” shall be in accordance with the general corporate laws of the State of West Virginia. The Pines will act as transfer agent for Pines stock.
All stock of the Pines issued or transferred by the Pines shall bear the following upon the face thereof:
“This Certificate is limited as to sale and transfer by the provisions of Article XII, of the bylaws of The Pines Country Club, Inc.”
By the acceptance of either the original issue or any transfer of stock in the Pines, each stockholder shall be entitled to a copy of the Pines’ bylaws and rules and regulations or shall be provided direct access to the documents via the Internet and shall accept and be bound by all provisions of Article II and Article XII as a contractual obligation, enforceable at law by the Pines, so far as a contract right and obligation entered into for the benefit of all stockholders affected thereby. Said stockholders shall be deemed to have mutually agreed with each other to carry out their respective obligations to the Pines and to themselves as herein provided.
No person or corporation may own more than one (1) share of stock in the Pines. A Pines’ share of stock is subject only to the following exceptions:
Any person desiring membership in the Pines must file an application for membership with the Board and deposit any fees and/or dues then in effect or such part thereof as the Board may require. Deposit of such fees provides temporary membership privileges until Board action on the application occurs.
a. Application Investigation - The Board will pass upon all membership applications within a reasonable time after the same has been filed but shall not pass upon such application until it makes or causes to be made a careful investigation of the character and qualifications of the applicant. The Pines reserves the right to require proof of any claims made in the application.
b. Application Approval - No application will be approved unless at least eight (8) Directors of the Board shall vote their approval. Once approved, a membership file will be created and will be the sole property of the Pines.
c. Obligations of Membership - Once approved for membership, the applicant must:
d. Privileges of Membership - Members will be eligible for all privileges granted by their membership and shall be able to enjoy said privileges as long as they remain in good standing as defined in Article VI, Section 1.
e. Continuity – Except for Pool/Social memberships, upon acceptance as a member, one remains a member unless:
Memberships are available either as stockholder members or non-stockholder non-voting members. Membership in the Pines as a non-stockholder non-voting member is only permitted under such terms, conditions, and circumstances as the Board deems reasonable and necessary to the successful operation of the Pines. All such terms and conditions are subject to modification in the discretion and judgment of the Board.
a. Stockholder Members – A stockholder member is a person or corporation who has purchased a share of stock in the Pines. A stockholder member has the right to attend annual meetings, to vote for members who are eligible candidates for the Board, is eligible to be a candidate for a Director on the Board, if qualified as per Article VIII, Section 3, and is eligible to apply for any of the memberships in the Pines for which they qualify.
b. Incentives - The Pines promotes stock ownership through certain privileges and discounts accorded to its stockholding members who maintain their membership in active status. All stockholder incentives are subject to such terms and conditions as the Board deems to be in the interest of the Pines. All such incentives are subject to modification in the discretion and judgment of the Board.
c. Non-Voting Members - The Pines offers certain membership options for persons who do not own a share of stock in the Pines. All such non-stockholding members are non-voting members and hold no ownership interest in the Pines. The duration, terms, and conditions of Non-Voting Memberships are all subject to the sole discretion of the Pines’ Board.
Memberships are offered at dues rates for either an individual or a family classification.
a. Individual memberships - Limit the privileges of that membership to one (1) person only.
b. Family memberships - Limit the membership privileges to the applicant and all members of their immediate family defined as follows for the purposes of the Pines: Spouse or domestic partner, and any unmarried dependent child/children who are under the age of twenty-one (21) and residing with the member or is/are a full-time student(s) under the age of twenty-four (24) and attending an accredited institution of higher learning. The Pines reserves the right to require proof of age, relationship of dependents, and/or student status of dependents ages twenty-one (21) through twenty-four (24).
Memberships are available in the following categories:
a. Standard Membership - A Standard Membership accords full membership privileges, including use of the golf course, the pool and all other Pines facilities and amenities, to all persons named on the membership application. This stockholder membership is available at full dues rate for either a family or an individual classification.
b. Emeritus Membership - This membership is for an individual who is physically restricted from playing golf on a consistent basis. It is available upon application to the Board to any individual who has been a stockholder member for twenty (20) consecutive years. The cost will be set annually by the Board. The Emeritus Membership includes facility privileges and limited golf. The member may play a maximum of eighteen (18) holes of golf per week upon payment of cart fees. This membership requires annual approval by the Board.
c. Corporate Membership – Corporations that have purchased a share of Pines’ stock may only apply for and receive membership approval from the Pines’ Board. Once approved and having paid all pertinent fees and dues as established by the Board, the Corporate Member is entitled to a specified number of membership applications so designated by the Board for Standard Memberships at either the individual or family classification and dues rates.
The Corporate Member must designate and submit the names of those applying for a Standard Membership under the Corporate Membership category. Those so designated must:
1. each apply for and receive approval for membership, as described in Section 1 herein, and
2) pay all pertinent fees and dues as established by the Board for the classification of membership sought, as per Section 3. With the exception of the right to vote for the Board, all Standard Membership privileges are extended to the Corporate Membership as long as they are and remain in good standing, as per Article VI, Section 1.
The voting right associated with the Corporate Membership is vested with the corporation that owns the Pines’ share of stock. The corporation must designate in writing to the Pines’ Board only one (1) full time employee as the person:
1. to represent the Corporate Membership,
2. to attend meetings of the Board and the annual stockholders meeting, and
3. to vote the corporation’s Pines’ share of stock.
This written designation must be dated and on file with the Pines’ administrative office. This designation may be updated by the corporation, as necessary.
Corporate Members that purchased Pines’ stock prior to 2004 are entitled to up to twelve (12) memberships. Since January 1, 2004, Corporate Memberships have been limited to eight (8) memberships.
d. Intermediate Membership - This membership is for a person who is purchasing stock on an installment plan and is available at either the family or individual dues rate classification. The Pines will finance the purchase of a share of stock on such terms and conditions as the Board may establish in writing from time to time. A copy of such terms shall be maintained in the Intermediate Member’s file. The Intermediate Member is not eligible to vote until the stock is paid in full.
Intermediate members are entitled to all other privileges of a Standard Membership, including full use of the golf course, the pool and all other Pines’ facilities and amenities for all persons included on this membership. The Intermediate Member must remain in good standing continuously throughout the term of their purchase of stock. Otherwise, the Board may declare the purchase to be forfeit. When the installment payment plan is complete, The Intermediate Membership converts to the Standard Membership.
In the event an Intermediate Member defaults on their payment plan, the membership will be terminated immediately and all payments to the Pines will be forfeit. Any such forfeited payments will not be credited towards any future membership plan with the Pines.
e. Introductory Membership - This membership is available as either an individual or family dues rate classification to applicants under the age of thirty-six (36) as of January 1 of the membership year. In the case of a family membership, the age of the eldest member of the applicant’s family will be used to determine eligibility for this class of membership. The dues will be set at least at seventy-five percent (75%) of the dues rate for the appropriate classification of membership. The Introductory Membership is entitled to all Standard Membership privileges, including full use of the golf course, the pool and all other Pines’ facilities and amenities for as long as they remain in good standing. After the eldest family member becomes the age of thirty-six (36), this Introductory Membership ends.
To continue membership, the member must become a stockholder and convert to the Standard Membership.
f. Pool/Social Membership - This membership is available for persons and members of their immediate family as defined in Section 3 herein. The Board will determine the number of Pool/Social Memberships for any given year. Pool/Social Memberships are not continuous and are renewable annually provided dues are paid and all applicable fees are deposited at the time(s) so designated by the Board. The Pool/Social member, as long as they are in good standing, is entitled to all Standard Membership privileges, except use of the golf facilities, which includes the golf course, practice range and putting green. The purchase of stock is optional.
g. Non-Resident Membership – This membership is no longer available effective January 1, 2015. This membership is available for those whose legal residence is more than 50 air miles from Morgantown and who do not own or rent property within the fifty-mile radius of Morgantown. This may be either a single or family membership. The dues will be set at least at fifty percent (50%) of the dues rate for the appropriate classification of membership.
h. Trial Membership – As a marketing tool, the Pines may offer a trial membership from time to time at reduced dues rates and certain membership privileges so designated by the Board. At the discretion of the Board, the Pines may also offer a progression of dues, fees, and privileges that lead to full membership.
a. Senior Anniversary Membership - This class of membership was closed to new admissions as of January 1, 2007. Current Senior Anniversary Members will continue to receive a discount of $427.50 on their family or individual membership dues for as long as they maintain an active membership. In the event that such a member becomes inactive, they will not be able to return to this membership category.
b. Associate Membership - This membership is closed to any additional members. Associates are those members whose memberships were approved prior to calendar year 2004. Such members are entitled to Standard Membership privileges as long as they are a member in good standing. In the event that such a member becomes inactive, they will not be able to return to this membership category. Fees or dues paid by the Associate Member are not applied towards the purchase of stock.
The Pines’ year shall be the calendar year, January 1st through December 31st. Thus, terms of memberships and terms of service by members to the Pines will function within this time frame.
Membership dues and fees are assessed on an annual basis. An initiation fee, if any, is paid once.
a. Fees - Initiation fees, stock purchase fees, and any other special fees set as a condition of membership, shall be determined from time to time by the Board, provided, however, that the fees for any calendar year shall not be changed during said year. Fees shall be paid either in full or according to a schedule set by the Board.
b. Dues - Membership dues are established annually and apply by the calendar year. The Board shall annually determine:
1. the dues for each membership category and classification; and
2. the dues payment structure options (i.e., monthly, quarterly, and/or annually) in advance of the Pines’ year.
c. Discounts and Payment Schedules - Dues are payable subject to the payment schedule and options set forth by the Board. Discounts or incentives for pre-payment of the annual dues are subject to the discretion of the Board.
As a condition of membership, all members agree to abide by the Pines’ bylaws and the set of rules and regulations adopted and enforced by the Board.
Each member shall be responsible for the conduct of themselves and all others designated within their membership (including minors) while on the Pines’ property.
The Bylaws/Rules Committee and/or the Board, where necessary, shall apply and implement Article VI, Section 2 regarding the conduct of any member, or those designated within the membership, that is deemed to:
a. be inappropriate;
b. be in violation of the Pines’ bylaws, its rules and regulations, or its policies;
c. cause damage to the Pines’ property;
d. result in a complaint; or
e. be otherwise prejudicial to the interests of the Pines.
Each member and all those designated within their membership are expected to conduct themselves as a member in good standing.
Each member of the Pines shall be responsible for the conduct of their guest(s) while their guest(s) are on the Pines’ property. In the event of misconduct on the part of any guest(s), Article VI, Section 2 will apply and be implemented to the responsible member the same as if such member was guilty of the improper conduct.
Each member of the Pines shall be responsible for all debts incurred by themselves as well as those incurred by those designated within their membership (including minors), their guest(s) and visitor(s). Failure to pay such debts after reasonable notice shall amount to non-compliance of the bylaws and rules and regulations of the Pines and Article VI, Section 2 will apply and be implemented by the Bylaws/Rules Committee and/or the Board, as necessary.
Each member, including those designated with their membership, and their guest(s) who use or visit the Pines assume the risk of personal injury and/or loss of personal property. The Pines, its Board, and its employees are released from any liability for injury or loss.
Any violation of the Pines’ bylaws, rules and regulations, and/or its policies should be reported to the Bylaws/Rules Committee and/or the Board.
The Pines recognizes the following designations for member standing:
a. Good Standing - A member is in good standing when the member is in compliance with the Rules and Regulations and the Bylaws as established for the Pines, and is current within thirty (30) days of all financial obligations due the Pines.
b. Voluntary Suspension - Any member in good standing may petition the Board for a suspension of membership dues and privileges. The Board may suspend said membership and modify any or all financial obligations with eight (8) Directors of the Board giving approval.
c. Resignation - Any member may resign from the Pines at any time; provided they honor the remainder of their financial obligations for the current contractual membership year. Any member who resigns may reapply in the future for membership in the Pines by filing an application, including payment of a reinstatement fee and any other fees then in effect. If fewer than twelve (12) months have expired since the resignation, the member must pay all past dues before being considered for renewed membership. The Board will treat such an application in the same manner as any other application for membership.
A member who is non-compliant with the Bylaws, Rules and Regulations, and/or the policies of the Pines and/or is not current with their financial obligations shall be subject to various measures of discipline and possible dismissal.
Any violation of the Pines’ Bylaws and/or Rules and Regulations should be reported to the Bylaws/Rules Committee or the Board. The Bylaws/Rules Committee or the Board will investigate violations and act in accordance with the guidelines set forth in these bylaws, the club’s rules and regulations.
Depending upon the nature and severity of the delinquency(ies) and/or violation(s), action(s) taken by the Pines may include, but are not necessarily limited to the following:
Bylaws/Rules Committee: The Committee may:
a. issue an informational letter;
b. conduct one or more hearings as needed; and/or
c. recommend to the Board a letter of warning, suspension or expulsion.
Board of Directors: The Board may:
a. conduct one or more hearings as needed;
b. issue a letter of warning;
c. impose a suspension;
d. impose expulsion; and/or
e. fashion a combination of any or all foregoing.
A member may request a hearing before the Bylaws/Rules Committee or the Board to state one’s case.
a. Letter of Warning – A member may receive a letter of warning for a delinquent account and/or a violation of the Pines’ Bylaws and/or Rules and Regulations from the Board’s Secretary, so directed by the Board. The letter of warning will state the delinquency and/or the nature of the violation(s) and possible forthcoming action(s) by the Bylaws/Rules Committee or the Board.
Letters of warning will be maintained for five (5) years in the member’s file. A member receiving a letter of warning may request a hearing before the Bylaws/Rules Committee or the Board to state their case.
b. Suspension – The Pines may suspend any member who is no longer in good standing with eight (8) Directors of the Board voting to suspend. A suspension results in the loss of all membership privileges. The member shall be afforded the opportunity for a hearing before the Bylaws/Rules Committee and/or the Board to state one’s case. Suspension may occur due to the following:
1. Delinquent Account - Any member of the Pines who fails to pay their account when due will be considered delinquent. Failure to pay may result in the member’s suspension from all Pines’ privileges, however the Pines reserves the right to receive structured payments. Notice of the forthcoming suspension shall appear on the Pines’ monthly billing statement. Documentation of the written notice(s) and/or the suspension will be maintained in the member’s file for five (5) years. When the delinquent account becomes current, the member may resume membership privileges.
2. Violation of Bylaws and/or Rules and Regulations - Any member who is found by the Board to have violated the Pines’ Rules and Regulations or Bylaws will be sent a notice of suspension by the Board’s Secretary stating the nature of the violation. The notice of suspension will be entered into the member’s file and maintained for five (5) years. A member receiving a notice of suspension may request a hearing before the Bylaws/Rules Committee or the Board to state their case. The Board may remove the suspension with eight (8) Directors of the Board voting affirmatively and may permit the member to resume membership privileges.
3. Criminal Violation - Any member accused of a criminal violation, except for minor offenses such as parking violations, minor traffic violations, non-violent political protests, etc., may be suspended from membership pending adjudication of the violation. A notice of suspension will be entered into the member’s file and maintained for five (5) years. The right to appeal one’s case to the Board is permitted. The Board may remove the suspension with eight (8) Directors of the Board voting affirmatively and may permit the member to resume membership privileges.
c. Expulsion - The Pines may expel any member who is no longer in good standing with eight (8) Directors of the Board voting to expel. Expulsion results in the immediate loss of all membership privileges. The opportunity for a hearing before the Bylaws/Rules Committee and/or the Board will be afforded. The following shall occur:
1. a notice of intent to expel will be sent by the Board’s Secretary stating the nature of the violation(s) and possible forthcoming action(s) by the Bylaws/Rules Committee or the Board, as per Section 2 (a) (letter of warning).
2. following such a notice of intent to expel, the member will be requested to explain one’s behavior to the Bylaws/Rules Committee, and
The Board may also request the member to explain one’s behavior(s) before the Board or may expel the member with eight (8) Directors of the Board voting to expel.
Expulsion may result from the following:
The Pines will conduct an annual stockholders meeting, hereafter referred to as the “annual meeting”.
a. Purpose - The purpose of the annual meeting is:
b. Meeting Date - The first Monday of November of each calendar year shall be the date for the annual meeting. If an emergency situation exists which precludes the holding of the annual meeting at this time, the Board president will set a new date and possibly a new location for the annual meeting as soon as practicable.
c. Notice - Notice of the annual meeting shall be given by ordinary mail to each stockholder at the address as it appears on the Pines’ records. Notice shall be given forty-five (45) days prior to the annual meeting; it shall include a call for applicants or nominations for Directors to serve on the Board.
d. Attendance - Only stockholders and their spouses or domestic partners are entitled to attend the annual meeting. Others may attend the annual meeting at the request or invitation of the Board.
e. Voting - Only stockholders or their legal spouses in good standing, as set forth in Article II, Section 2.b., and Article VI, Section 1.a., are permitted to vote at the annual meeting.
New Directors on the Board of the Pines shall be elected during the annual meeting. Normally four (4) Directors are elected each year. The newly-elected Directors, provided they met qualification by the Nominating Committee, shall take office January 1 of the succeeding year.
a. Candidates - Eligible candidates for Director on the Board must be either a stockholder member or their legal spouse. Such candidates must be a current dues-paying member in good standing for three (3) consecutive years preceding the election, per these articles: Article II, Section 2.b.; Article III, Section 2.a.; Article VI, Section 1.a.; and Article VIII, Section 3.
b. Nominations – As set forth in Section 2, a., herein, all names for nomination of qualified stockholder members to be a candidate for Director on the Board are to be submitted in writing to the Pines’ administrative office no later than thirty (30) days prior to the annual meeting so ballots can be prepared in a timely fashion prior to the annual meeting.
Nominations may come from:
1. stockholder members who meet the eligibility requirements set forth in Section 2 (a). They may present themselves as a nominee for candidacy for Director and will signify their intentions in writing to the administrative office of the Pines within the set timelines stated herein, or
2. any member in good standing desiring to nominate a stockholder member, also in good standing, as a nominee for candidacy for Director shall submit the name in writing to the administrative office of the Pines within the set timelines stated herein, or
3. stockholders may make nominations from the floor at the annual meeting. In the event a nominee(s) from the floor should receive sufficient votes to be elected as a Director, the Nominating Committee must qualify the nominee(s) from the floor as per the candidate eligibility criteria set forth in Section 2 (a).
c. Slate of Candidates - The Nominating Committee, as set forth in Article XI, Section 2 (d), is responsible for validating candidates nominated for a Director on the Board of the Pines. The Nominating Committee may devise rules concerning the dissemination of information concerning the candidates.
The chair of the Nominating Committee shall contact each nominee to see if they are willing to serve if elected.
The Nominating Committee will:
1. ascertain whether each nominee is eligible per the criteria in Section 2(a);
2. prepare a slate of candidates for election of Directors to the Board; and
3. oversee the preparation of the ballots.
d. Ballots - Ballots will be prepared and mailed not less than fifteen (15) days prior to the annual meeting by the Pines’ administrative office.
a. an embossed proxy to which each ballot must be attached and
b. the return envelope carrying the ballot of the stockholder which shall have the stockholder’s name on the outside of said envelope in the event the stockholder chooses to change their mind at the annual meeting.
2. Valid Ballots - A technical error, such as misspelling, will not invalidate a ballot if the intent is clear. A torn or defaced ballot will not be cause for throwing out a ballot as long as the intent of the voter is clear.
3. Marking the Ballot - The preferred method for the stockholder to mark the ballot will be by number so there will be no doubt about the weight of the vote for each candidate. This does not preclude write-in candidates.
4. Irregularities - If more ballots are cast than there are stockholders and the result of the election may be affected or if there is any other substantial violation of stockholders’ rights, the Nominating Committee may call for a new election with the concurrence of a simple majority of the Board.
e. Election - For election of Directors to the Board at the annual meeting, a number equal to or greater than fifty percent (50%) of the dues-paying stockholders must be represented in person or by proxy in order to constitute a quorum.
1. Proxy Holders - Proxy holders must be stockholders. Proxy votes can be used only for the election of Directors to the Board at the annual meeting and at special meetings of the stockholders.
2. No Quorum - If less than a quorum is present, the stockholders present shall have the right to adjourn such meeting until a quorum is present.
f. Voting - In the election of Directors to the Board at the annual meeting, each stockholder shall have the right to vote in person or by proxy the share of stock owned by the stockholder for as many candidates as there are Directors to be elected.
1. Votes - The cumulative share vote shall be determined by the number of candidates to be elected as Directors. For example, a stockholder can vote four (4) shares for one (1) candidate or vote the four (4) shares among the candidates. When there are more candidates for Director than openings, the openings shall be filled by the candidates receiving the most votes.
2. Votes Equal Vacancies - Owing to vacancies of Directors on the Board that may arise between annual meetings, there may be more than four (4) vacancies in a given annual election. In that case, there shall be as many total votes as there are openings.
3. Write-in Votes - Stockholders may choose to vote for a write-in candidate(s). In the event a write-in candidate(s) should receive sufficient votes to be elected as a Director, the Nominating Committee must qualify the write-in candidate(s) as per the candidate eligibility criteria set forth in Section 2.a. herein.
4. Ties - In the event of ties, the outcome will be determined by lot.
A special meeting of stockholders can be convened when eight (8) Directors of the Board vote to do so or by a number equal to thirty percent (30%) of the dues paying stockholders petitioning the Board to do so.
If a special stockholders meeting is called: a. the notice of meeting must state the purpose(s) for which the meeting is called, b. the notice shall be given not less than fourteen (14) nor more than thirty (30) days before the date of the meeting, and c. the notice is to be mailed to each stockholder at the address as it appears on the records of the Pines.
The business and the property of the Pines shall be managed and controlled by a Board of Directors, hereafter referred to as “the Board” who shall act as fiduciaries for the stockholders of the Pines.
All Directors on the Board shall agree to uphold, execute, and abide by the Pines’ bylaws and rules and regulations.
The Board is responsible for:
a. establishing and overseeing personnel policies necessary and appropriate to govern and carry out the tasks for the overall operations of the Pines; and
b. providing sufficiently qualified personnel necessary to operate the business of the Pines.
In the absence of sufficient managerial personnel, an appointee of the Board will temporarily carry out those duties.
The Board shall consist of twelve (12) Directors who shall each be stockholder members and shall hold office until their successors are qualified by the Nominating Committee and as long as they continue to meet the requirements of a Director in good standing as per Section 3 and Section 9.
a. Term of Office - A term of office for a Director is three (3) years, or that part of a vacated Director’s term, and runs concurrently with the calendar year of January 1st to a subsequent December 31st. Directors may serve an unlimited number of terms.
b. Vacancy of a Director - Any vacancy on the Board occurring between annual meetings shall be filled by the remaining Directors and that Director(s) shall serve through the succeeding December 31st.
Normally, four (4) Directors will be elected each year. Additional Directors will be elected whenever vacancies occur. When more than four (4) Directors are elected at the annual meeting, the Director(s) with the fewer number of votes will serve the shorter term(s).
c. Newly-Elected Directors - Newly-elected Directors, who are elected by the stockholders during the annual meeting and who met qualification by the Nominating Committee, shall be invited to attend the December regular Board meeting with the current Directors for the purpose of: 1) observing and becoming acclimated to the Board’s process and the issues before the Board, 2) receiving a copy of the Pines’ Bylaws, 3) taking the following oath, “I will uphold, execute, and abide by the bylaws and the rules and regulations of the Pines Country Club and will work to the better good of the Pines”, and 4) being seated on the Board to begin service January 1.
Upon adjournment of the regular December Board meeting, the new Board of Directors shall convene a new meeting for the sole purpose of electing new officers and setting a date and time for the January Board meeting. Minutes of this meeting shall be maintained.
The outgoing Board will continue to serve through December 31st.
Eligible candidates for the Board must be either a stockholder member or their legal spouse. Such candidates must be a current dues-paying member who has been in good standing for three (3) consecutive years preceding their election, per these articles: Article II, Section 2.b.; Article III, Section 2.a; Article VI, Section 1.a.; and Article VII, Section 2.a.
A simple majority, seven (7), of the Board shall constitute a quorum; a quorum will be required for any official action at Board meetings.
At the annual meeting the Board shall make reports to the stockholders on:
a. the operational condition of the Pines; and
b. the financial status of the Pines.
Within ninety (90) days after the close of the previous fiscal year, the Board shall file its final written financial report to the stockholders, which will be available in the administrative office for examination by any stockholder.
The Board is hereby empowered to borrow money on the credit and responsibility of the Pines for any purpose consistent with normal operation of the business.
The Board must hold regular monthly meetings and the annual stockholders meeting. It may hold special meetings as required.
a. Regular Board Meeting - The Board shall hold at least one (1) regular meeting each month at such time and place as the Board or the President of the Board may from time to time determine. The next regular meeting date and time shall be specified in the minutes.
Business matters of all nature to the Pines shall be addressed at regular Board meetings.
Monthly committee reports shall be presented to the Board by each committee chairperson indicating the activities of their committee. All committee actions shall be subject to Board approval. Committee recommendations for Board action should be presented in writing and shall be reflected in the minutes of the Board meetings.
b. Special Board Meeting - Special meetings may be held at any time upon the call of the President or Vice-President or upon the call of any two (2) members of the Board. A written notice shall be provided to the other members of the Board at least three (3) days prior to the date fixed for such meeting; electronic mail, (e-mail), shall be sufficient for this purpose. Emergency matters may be voted upon by electronic means and shall be ratified at the next Board meeting.
All meetings of the Board shall be presided over by the President, or in the President’s absence, the Vice-President. If both are absent, a Chairperson shall be chosen at the meeting. The procedures to be followed in the conduct of the meetings should be informed by Robert’s Rules of Order as far as practicable.
The Secretary of the Pines’ Board shall be responsible for the maintenance of the minutes of all meetings of the Board, if present; otherwise a Secretary pro-tempore shall be elected. Minutes of all meetings of the Directors shall be carefully kept and preserved and may be inspected by any member of the Board or any stockholder at any reasonable time.
In addition to Article VI, Section 1 (a) and Section 1, the Pines recognizes the following designations for Director standing:
a. Dues - If any Director of the Board shall cease to be a dues-paying stockholder in the Pines, The Director shall, ipso facto, cease to be a Director of the Board and such vacancy shall be filled by the remaining Directors of the Pines as per Section 2.b. herein.
b. Financial Obligations - Any Director of the Board who is delinquent in the payment of any dues or other accounts owing to the Pines shall not be qualified to act upon any Pines’ business to be transacted by the Board until such Director has fully satisfied all of said obligations. In the event the Director fails to do so within a period of thirty (30) days after notice, the Director shall, ipso facto, cease to be a Director and shall be replaced as provided in Section 9.a., and Section 2.b. herein.
c. Attendance - Any Director of the Board who is absent for three (3) consecutive regular Board meetings or a total of four (4) regular Board meetings during the calendar year may be removed from the Board. Any such vacancy shall be filled by the remaining Directors as per Section 2 (b).
A Director may telephonically participate in meetings as allowed under Chapter 31 of the West Virginia Code.
d. Compliance - Any Director of the Board who fails to uphold, execute, and abide by the Pines’ Bylaws and Rules and Regulations shall be subject to disciplinary action by the Board, up to and possibly including dismissal from the Board. Article VI, Section 2 shall apply.
If the Board acts in violation of the Pines’ Bylaws and Rules and Regulations, the stockholders have the authority to petition the Board to convene a special stockholders meeting per Article VII, Section 3 to address the violation(s) and the Board, as a whole.
As a condition on acceptance and service in the position of Director, each member of the Board understands and agrees that the Board shall have the authority to expel any Director upon a motion made and seconded on the record. Good cause for expulsion shall be determined in the sole discretion of the Board as the protection of the best interests of the shareholders of the Pines may so require. Binding arbitration in lieu of civil litigation shall be the only recourse from the Board’s decision.
Procedures for deciding motions to expel a Director:
(1) A motion to expel a Director from the Board shall only pass by an affirmative vote of eight (8) of the Directors.
(2) Notice shall be provided. Any amendments, debate and voting on a motion to expel a Director may only occur after a motion has been made and seconded on the record, and then only after no less than three (3) business days’ notice following such a seconded motion. The date on which the motion is made and seconded shall not be counted in the three-day notice period that must be given prior to debate and the taking of a vote. Likewise, if the Director at issue in the motion to expel is not present when the motion is made and seconded, the date on which the written notice issues by certified U.S. Mail shall not be counted and two business days shall be added to allow for delivery; business days shall be defined as those days on which offices of the State of West Virginia are open for official business. E-mail notification shall serve as valid notice when used as a supplement to certified
U.S. Mail, but it shall not lessen the time allowed for certified U.S. Mail. A failure or refusal of certified mail shall not invalidate notice.
(3) The right to be heard shall be preserved. Any Director who is the subject of a motion to expel shall be granted the opportunity to hear and respond to the grounds of the motion for expulsion, participate in the debate upon the motion, and to cast their vote.
(4) Arbitration shall preclude any civil court remedy. If an expelled Director believes they have been expelled from Directorship on the Board in violation of any public law, they will submit their claim against the Pines, its Directors, Officers and employees to binding arbitration. This is agreed as a condition to service on the Board in accordance with West Virginia, W.Va. Code §§ 55-10-1, to -8 (2008). This bylaw provision is intended to expedite the resolution of any such claim, to avoid the expense of civil litigation in state or federal court, and to minimize the risk of increased cost of insurance to the Pines. The following provisions shall govern any arbitration:
(i) Any arbitration will be conducted by an impartial arbitrator selected either from the American Arbitration Association in accordance with the AAA’s then-current rules, or such other method of selection upon which that the parties might mutually agree. Each party will be able to take reasonable discovery to support its claims or defenses, subject to those rules and the arbitrator's authority to control the proceedings. West Virginia substantive law will govern. Procedural rules will come from the AAA, unless mutually agreed otherwise.
(ii) The parties to any arbitration waive the right to institute a court action, except for requesting injunctive relief pending arbitration or enforcing the arbitration decree. The parties understand that in agreeing to arbitration, they are giving up their right to a jury trial. The arbitrator’s award and opinion shall be in writing and in the form typically rendered in arbitrations.
(iii) The parties to the arbitration shall be responsible for their own attorneys’ fees and costs; however, the arbitrator may award attorneys’ fees and costs to the prevailing party, if the arbitrator finds that such an award is authorized by applicable law or that the losing party has taken a frivolous position or otherwise increased the cost of resolution without good cause.
(iv) The arbitration shall take place in Morgantown, West Virginia, unless otherwise mutually agreed.
The officers of the Pines shall consist of a President, Vice-President, Secretary and Treasurer, all of whom shall be elected by the Board and from among the members of said Board. No person shall hold more than one (1) of said offices. Said officers shall be elected at a December meeting by those who will serve on the Board in the ensuing calendar year and shall hold office for one (1) year (January 1st - December 31st).
In addition to such officers, the Board may employ an Assistant Treasurer or a General Manager, or one (1) person to hold both of said positions. If such person or persons is not a member of the Board, a reasonable compensation may be permitted for their services by a proper resolution of the Board. The Board may appoint such other officers, or employ such agents or employees as it may consider advisable, and may, if such officers, agents or employees are not members of the Board, provide for a reasonable compensation to be paid to them.
All officers, agents and employees elected or appointed by the Board may be removed by the Board when in its judgment the best interests of the Pines will be served. Such action requires the affirmative vote of the majority of the Board. In case of the absence of any of the officers elected by the Board; their inability to perform the duties of their respective offices; and in case no other provision is made in these bylaws for the performance of such duties during the continuance of such absence or inability to act; the Board shall appoint a qualified person to perform such duties during the continuance of such absence or inability to act.
The President shall be the chief executive of the Pines. The President shall, when present: a. preside at all meetings of the Board; b. sign all deeds, bonds, mortgages and other instruments in the name of the Pines; c. affix the Pines’ corporate seal to any instrument requiring the same; and d. perform such other duties as from time to time may be assigned by the Board. The President shall also have such other powers and duties as are prescribed by Article 1, Chapter 31, of the Official Code of West Virginia, insofar as such provisions are applicable to the Pines and not inconsistent with the Charter of the Pines, or with the provisions of these bylaws.
The Vice-President shall be vested with all the powers of the President and shall perform all the duties of the President, in the absence of the President, or in the event of the President’s inability to act.
The Secretary shall keep the minutes of all meetings of the Board. The Secretary shall attend to the giving and serving of all notices and shall have charge of all books, papers and records of the Pines, except such as may be specifically placed in charge of other officers and/or appointees of the Board. Whenever the Secretary shall be absent from any meeting of the Board, a Secretary pro-tempore shall be appointed by the Board.
The Treasurer or a designee of the Board shall: a. collect all dues, fees and other monies payable to the Pines; b. have charge of all monies and funds belonging to the Pines; and c. pay out the same as directed by the Board. Such person shall keep full and accurate accounts of receipts and disbursements in books belonging to the Pines. An annual independent audit shall be made of the books and accounts of the Pines at the close of each year. Said books and accounts shall at all reasonable times be opened to inspection by any member of the Board. The Treasurer, Assistant Treasurer, if such there be, and all other officers authorized to sign checks of the Pines shall be required to furnish bond, the expense of the same, however, to be paid by the Pines.
The Board shall have the power to fill vacancies existing in any of the foregoing offices.
The Board shall have ultimate authority to terminate any officer. The same notice, procedure and arbitration provisions of Article VIII, Section 9 and Section 10 shall apply.
The Board shall designate a depository or depositories, as necessary, for all funds of the Pines. Said funds, when so deposited, shall be withdrawn by check or by EFT (electronic fund transfer) that shall bear the signature of the authorized officers of the Pines and/or personnel employed by the Pines as directed by the Board. Additionally, payroll taxes may be electronically transferred to the IRS. All bank accounts shall not exceed prevailing FDIC (Federal Deposit Insurance Corporation) insurance limitations.
Committee members shall be appointed by the President subject to the approval of the Board and shall serve at the will and the pleasure of the Board. All actions of said committees shall be subject to the governance of the Board. Said committees shall consist of members in good standing of the Pines. It shall be the duty and responsibility of each committee chairperson to report the activities of their committee to the Board, with recommendations for Board action. Committees shall be in two categories: standing and ad hoc.
Standing committees are those committees that are necessary for the ongoing operations of the Pines and will be staffed each year by appointment by the President. There should be at least three (3) members, whose membership is in good standing, on each standing committee, including the chairperson.
a. Bylaws/Rules Committee - Chaired by the Secretary, it is responsible for the review and enforcement of the Pines’ bylaws, and rules and regulations as they relate to the operation of the Pines. Duties include: 1) reviewing bylaws and rules and regulations on a yearly basis, 2) recommending to the Board any clarification and/or changes that may need to be made in the best interest of the Pines, and 3) following and implementing the guidelines for violations of good standing status of members as set forth in Article VI, Section 2.
b. Executive Committee - Chaired by the President, the Executive Committee shall consist of the President, Vice President, Secretary and Treasurer and one other member of the Board, who is appointed by the President and confirmed by the Board. The Executive Committee shall have the authority to act for the Board between Board meetings, except as precluded or rescinded by action of the Board. The President, or acting President and two additional committee members constitute a quorum and a majority vote shall govern. All members of the committee must be notified prior to any required action. All action taken by the Executive Committee shall be reported to the full Board for ratification at its next meeting.
c. Membership/Marketing Committee – With an appointed Chairperson, it is responsible for working with the Board, the General Manager, and/or an appointee of the Board to promote, maintain and increase membership in the Pines. Duties include: 1) planning and promoting marketing campaigns to increase and enhance the Pines’ membership, and 2) reviewing the qualifications of each membership applicant and presenting its findings to the Board for final approval.
d. Nominating Committee – Chaired by the Secretary, it is responsible for validating all candidates nominated for the election of new Directors to the Board and following and implementing Article VII, Section 2 Election of New Directors. Additional duties with respect to the nomination of officers or candidates for interim Board vacancies may be assigned to this committee from time to time by the President, subject to the approval of the Board.
e. Finance Committee - Chaired by the Treasurer, it is responsible for all matters relating to finances, including working with the General Manager and/or an appointee of the Board to maintain the on-going financial needs of the Pines. Duties include: 1) reviewing the monthly financial reports required by the Board, 2) establishing the annual budget, 3) monitoring accounts receivable and payable, 4) planning and budgeting for the capital improvements to the Clubhouse, the golf course, and all other facilities of the Pines, and 5) recommending to the Board programs for structuring stock plans, debt financing and any other financial program necessitated in the financial operation of the Pines.
f. Personnel Committee - Chaired by the Vice-President, it is responsible for the establishment and oversight of the personnel policies set forth by the Board governing the operations of the Pines. Duties include: 1) conducting the annual evaluation of the professional staff, including salary recommendations, 2) working with the General Manager and/or an appointee of the Board on personnel matters pertaining to hiring, firing, benefits, etc. of staff, and 3) providing counsel to the professional staff on other personnel matters as required in the day to day operation of the Pines.
g. Course Committee – With an appointed Chairperson, it is responsible for all matters related to course maintenance and management. This includes: 1) short and long-term repairs and/or modifications of present course layout, 2) course signage that governs course play and speed of rounds, 3) capital equipment needs, and 4) driving range and all other areas required in the general maintenance and upkeep of the golf course. The General Manager (if such a position exists), the Grounds Superintendent and the Head Golf Professional will serve on this committee.
h. Tournament/Outside Play Committee – With an appointed Chairperson, it is responsible for managing all the Pines golf events. The scheduling (months/days/hours) of play should reflect the least negative effect regarding play for the Pines’ members. The Head Golf Professional will serve on this committee.
i. House / Pool Committee – With an appointed Chairperson, it is responsible for working with the General Manager and/or appointee of the Board on all operations of the clubhouse and swimming pool.
j. Social Committee – With an appointed Chairperson, it is responsible for planning social activities for the benefit of Pines’ members.
An Ad Hoc committee(s) is typically formed for a special purpose and can be continued at the discretion of the Board. The President of the Board, or the Board itself, may establish such a committee(s). Upon completion of the specified purpose, the committee(s) is dissolved.
Article II of these bylaws shall apply within all Sections of this Article XII.
Except as set forth by Section 2 of this article, no stockholder shall have the right to transfer by sale, assignment, or death, the share of stock of the Pines owned by them or owned by a corporation until the following conditions and restrictions have been met:
a. A share of stock issued by the Pines shall not be transferred by any personunless it is first offered for sale to the Pines at a fair market value established by the Board.
b. Any stockholder desiring to sell their share of stock shall make their offer to sell by notifying the Board in writing by certified mail, return receipt requested, to The Pines’ address.
c. The Board, after receipt of the written notice of the desire to sell, shall place the share of stock on a prioritized listing of stock known as the “buy-back list” in accordance with the date the request is received.
d. When funds are determined to be available by the Board, the Pines may buy back the share of stock from the prioritized “buy-back list” at a fair market value established by the Board.
e. The Board shall have a period of thirty (30) days after receipt of the written notice of the desire to sell to elect to purchase said stockholder's share of stock in the Pines. If the Board does not exercise its right to purchase said share of stock, as stated within Section 1.c. and d. herein, within the thirty (30) days after receipt of the written notice, then the stockholder shall have the right to sell the share of stock to the general public.
Stockholders only have the right to transfer Pines’ stock owned by them to their legal spouse, domestic partner, or an immediate family member. For purposes of this Section, immediate family is parents, children, grandchildren, and brothers and sisters of said stockholder. Stockholders desiring any other type of transfer of their stock must comply with Section 1 of this article.
Should a current stockholder become a recipient of an additional share of Pines’ stock as a result of a transfer to them from a family member, the stockholder must comply with Article II, Section 2, which limits one (1) share of stock per person or corporation. Options to the stockholder are: a) to transfer the additional share of stock to another family member, per Section 2, or b) to offer to sell the share of stock to the Pines, per Section 1 of this article.
Grandchildren of members whose membership includes golf privileges can play golf an unlimited number of times at a rate established annually by the Board. Such play must be in the presence of the member Grandparent. The grandchildren must be under the age of eighteen (18).
The Board may by a resolution make such regulations regarding visitors and guests as may appear to be from time to time to them to be necessary and proper, and shall annually determine the charges to be made to members entertaining guests.
The Board may by resolution make provisions for the issuance of guest cards and annually determine the amount to be paid by guests for green fees and the use of other facilities of the Pines.
These bylaws may be amended by affirmative votes of eight (8) Directors of the Board at any meeting duly called for that purpose, or by affirmative vote of two-thirds (66 2/3%) of the dues paying stockholders, in person or by proxy at any special meeting called for that purpose.
A quorum for a special meeting to amend these bylaws shall be at least fifty percent (50%) of dues paying stockholders present in person. Each stockholder, dues paying or not, may be represented by a proxy, providing the stockholder completes a written form and submits such form to the Board before the start of the special meeting.
The general corporate laws of the State of West Virginia shall govern any transaction in which no specific provision is made in these bylaws.
The foregoing bylaws were adopted as amended by the Board of the Pines at the regularly-scheduled monthly meeting held on Monday, December 9, 2013 to be effective on January 1, 2014.