The name of this Club shall be The Club. The Club and all its assets are owned by Legends In Our Own Minds, a limited liability company (hereinafter referred to as the "Owner"). Operation and management of the Club shall be accomplished by a professional management company (hereinafter referred to as the "Manager") to be retained by the Owner. The Manager shall have the authority and responsibility to operate the Club on a day-to-day basis in accordance with the Bylaws. Members shall be entitled to the use of the Club's facilities and receive other Club benefits but shall have no vested ownership interest therein.
SECTION 1: Application for Membership
(a) All applications for membership shall
be made on the requisite form prescribed by the Manager. Each application
shall include the name of the applicant, address, family and business
information, and such other relevant information deemed appropriate
by the Owner.
SECTION 2: Classes and Privileges
(a) The Manager, subject to prior approval
by the Owner and provided that no privileges of a then current Member
within a class of members are discriminatorily adversely affected, shall
have full power to establish, change or terminate the various categories
of membership; determine the number of Members in each category, and
dues to be paid by Members in each category; the terms of admission,
privileges and facilities to be extended. Such power and authority is
vested solely in the Manager and Owner, and any representations concerning
the subject matter of this paragraph by any other person or entity shall
not have any effect and should not be relied upon.
SECTION 3: Corporate Memberships
Corporate Memberships shall be available in the Golfing, Hunting, Fishing and other categories. Each corporate membership shall be entitled to all privileges accruing to the membership category. Corporate Memberships shall be issued in the name of the corporation or firm owning the membership and the rights and privileges thereunder are the property of the corporation or the firm. All rights and privileges of a Corporate Member shall be assigned to a directors, senior officers, and executive of the corporation or firm. Such person(s) as shall be designated for use of rights and privileges of the Corporate Memberships shall be subject to the approval of the Manager. Each corporate membership shall be assigned to one designee. Designees may be changed upon written notification to the Manager of such change by the Corporate Member .
SECTION 4: Dues and Assessments
Each Member, whether individual or corporate, shall pay annually, in advance, the requisite dues applicable to his membership. There shall be no assessments of any kind or character ever levied against the membership, and any increase in dues of over twenty percent (20% ) in any calendar year must be approved by a majority of thevoting Members of the Club.
SECTION 5. Transfer of Membership
Membership in the Club shall be non-transferable.
SECTION 6: Membership Meetings
(a) Annual Meetings. The first annual
meeting of the membership of the Club shall be held on or before December
31, 2001. An annual meeting of the membership of the Club shall be noticed
and held each year thereafter, on a day determined by the Manager.
SECTION 7: Termination of membership
Termination of membership shall result
in loss of the right to use the Club facilities and Web site. Termination
itself shall produce no penalty or cost to the Member not existing at
the date of termination.
SECTION 1: Founding Board of Governors
In the development stages of the Club, the Owner shall select a group of people to serve as a Founding Board of Governors. This group shall have all rights and privileges of their member class after the Club has opened, and shall advise and counsel the Owner on membership development. This group will serve until the Board of Governors can be elected in the manner described in this section.
SECTION 2: Number
On an annual date determined by the Manager and approved by the Owner, the Members of the Club shall elect from their number a Board of Governors for the Club composed of not more than twelve ( 12) Members.
SECTION 3: Duties of the Board of Governors
The Board of Governors shall only advise
and counsel with the Manager on any and all items relating to the conduct
of Club affairs, including but not limited to the following areas:
Any Member in good standing may be elected to the Board of Governors. At the annual meeting each Member seeking election to the Board of Governors must be nominated from the general membership present at that meeting. The nomination shall be seconded placing the Member's name on ballot for election. Write-in candidates are eligible once nominated and seconded by the membership. Only those Members present at the meeting may vote with one vote per membership. Each ballot must have one vote cast for the available positions on the Board of Governors. Only one ballot will be given to each membership, No votes may be cast after the designated time for removal of the ballot box.
SECTION 5: Term of Governors
Upon the initial election of the Board of Governors, the one-third of those elected which receive the highest number of votes shall serve for a term of three (3) years, the one-third receiving the second highest number of votes shall serve for a term of two (2) years, and the one-third receiving the lowest number of votes shall serve for a term of one (1) year. Thereafter, each Member of the Board of Governors shall serve as such for a term of three (3) years. One-third of the Governors shall be elected each year by the Members of the Club at the rotation of Board members; a Governor who has served two successive three (3) year terms shall be ineligible for re-nomination and re-election until after the lapse of one (I) year from his time of retirement.
SECTION 6. Vacancies on the Board of Governors
Vacancies occurring on the Board of Governors due to death, resignation or other reasons shall be filled by appointment by the Board of Governors until the next annual election.
SECTION 7. Chairman of the Board of Governors
The Board of Governors shall select a Chairman by a majority vote of its Members.
SECTION 8: Committees
The Chairman of the Board of Governors
may from time-to-time establish such committees composed of members
of the Board of Governors as he may deem reasonable to serve the best
interest of the Club. Other Members of the Club, in addition to members
of the Board, may also be appointed to such committees. The function,
tenure, number of committee members, etc., shall be at the discretion
of the Chairman of the Board of Governors.
SECTION 1: Rules and Regulations
The operation of the Club and the management of Club property shall be vested in every respect of the Manager acting through its officers, directors, and appointed staff pursuant to authority to be granted by the Owner. The Manager is authorized and empowered to adopt, promulgate, and enforce rules and regulations governing the use of the Club and other Club facilities and every Member is subject thereto and shall abide thereby.
SECTION 2: Payment of Dues and Charges
All dues and charges billed to Members are due and payable in Austin, Texas. Each Member shall pay his Club account promptly on receipt of the Club statement, which is to be mailed monthly no later than the fifth day of each month. A Member's account unpaid on the 25th of the month in which statement received is considered past due and a service charge equal to 1.5% of the past-due amount shall be assessed to the Member's next statement. When the dues or any other indebtedness of any Member of the Club shall remain unpaid for a period of thirty (30) days from the due date, notice thereof may be posted in the Club Web Site, and the Member shall be immediately notified by certified mail of such posting, and membership privileges in the Club for the Member and his family shall be suspended. IF PAYMENT IS NOT RECEIVED WITHIN TEN (10) DAYS AFTER SUSPENSION, THE PERTINENT FACTS SHALL BE CONSIDERED BY THE MANAGER AND APPROPRIATE ACTION WILL BE TAKEN BY THE MANAGER, WHICH MAY INCLUDE EXPULSION.
SECTION 3: Liability Waiver
Any use of facilities at The Club is done at the risk of the member or his guest, and the Club is not liable for personal injury, theft or loss of personal property.
SECTION 4: Amendment of Bylaws
With the exception of Section 5, of Article II, these Bylaws may be amended at any time by the management, subject to approval by the owner. Regarding amendments to Section 5, Article 11, proposed by the Owner, the same must be approved by the affirmative vote of a majority of the Members of the Club at an official meeting of the membership.
Effective, as amended, this 5th day of May, 2001.
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