Articles of Incorporation

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Bylaws (amended 11/7/18) (amended 8/6/19)

ARTICLE I. NAME
The name of this Nonprofit Mutual Benefit Corporation is the Charbonneau Men’s Club, hereinafter referred to as the “Club” or ‘corporation”.
ARTICLE II. PURPOSE
The purpose of this corporation is to promote play and social relations among the members of the club; to afford a convenient and authoritative means of arranging dates and places for holding tournaments among members and with other clubs and associations; to establish and maintain handicaps; to cooperate with other clubs and associations in furtherance of common purposes; and to promote the interest, in golf particularly at the Charbonneau Golf Course located in the Charbonneau District of Wilsonville, Oregon.
ARTICLE III. MEMBERSHIP
Section 1. Classes and Voting There shall be one class of members of this corporation. Each member shall be entitled to one vote on all matters for which a membership vote is permitted by law, the Articles of Incorporation, and the Bylaws of this corporation except that members may not amend or repeal the Bylaws or adopt new ones.
Section 2. Qualifications The membership of this Club shall consist of men who are residents or non-residents of Charbonneau, and/or shareholders or non-shareholders of capital stock of Charbonneau Golf Club, and who timely pay the dues and assessments of the Club.
Section 3. Dues and Delinquency Annual dues shall be paid in such amount as set forth from time to time by the Board of Directors; and, are due and payable on or before January 31 of each year. Any such member who fails to pay and satisfy said delinquency within 30 days after the due date shall be dropped from the membership.
Section 4. Termination and Reinstatement Any member who shall fail to pay the indebtedness of the Club, other than annual dues, within 60 days from the date the same becomes due, shall thereupon cease to be a member; except that, the board of Directors, for good cause shown and upon payment of the full amount due the Club, may by the affirmative vote of six (6) directors restore such person to the membership.
Section 5. Expulsion From Membership The board of directors shall have the power, by affirmative vote of at least six (6) directors, to expel a member and to cancel his membership for any conduct on his part which in their opinion is likely to injure the welfare or the character of the Club, or for any conduct in violation of these bylaws or the established rules of the Club. However, membership may only be terminated under any section of these Bylaws by the Board of Directors after giving the member at least 15 days written notice by first class or certified mail of the termination and the reasons for the termination, and an opportunity for the member to be heard by the board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and not reviewable by any court.
Section 6. Meetings The annual meeting of the membership shall be held during October of each year at such time and place as the board may determine; and, advance written notice thereof shall be posted in the Club House and Pro shop in the following manners: (a) as a specified date of the annual calendar of events, and (b) via posting in the Club House and via email to all current addresses at least 30 days prior to the Annual Meeting.
Special meetings of the membership may be called by the president, at any time in his discretion; and, shall be called on the written request of 5 percent of the Membership.
Advance notice of any special meeting of the membership shall be given by the secretary by posting notice thereof and via posting in the Club House and via email to all current addresses at least 30 days prior to the special meeting which states the object of the meeting on the bulletin boards of the Clubhouse and the Pro Shop ay 30 days prior to the date of such special meeting.
Section 7. Quorum and voting. The presence at any meeting of the membership, in person, of at least 20% of the members, shall constitute a quorum for the transaction of business at such meeting. Each member shall be entitled to one vote on each issue acted upon by the membership.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. General Powers The business and affairs of the Club shall be managed by its board of directors. The directors shall in all cases act as a board and may adopt such rules and regulations for the conduct of their meetings and the management of the Club as they may deem proper and which are consistent with these bylaws. The board shall have the power and authority, among other things: to fix, levy and assess, and collect the annual dues, as well as any other assessments authorized by the membership; to call meetings of the membership; to appoint and remove at pleasure all officers and agents of the Club, prescribe their duties, and to keep a complete record of all its acts and club affairs. And to present a statement thereof to the members at the annual meeting of the membership or at any special meeting when such is relevant to the purposes for which the special meeting is called.
Section 2. Number, Tenure and Qualification Except for the initial adjustments of shorter terms needed in order to create staggered terms, the number of directors of the Club shall be twelve (12), who are members. The term of the office shall be for three years. Each year four members shall be elected to the board for a three-year term; so that the board shall be comprised of three classes of directors, four serving one remaining year after, four serving two remaining years after, and four newly elected directors serving three years following. In the event that any director shall be absent from three consecutive regular meetings of the board, the board may by action taken at the meeting during which said third absence occurs, declare the office of said absent director to be vacant. Any director who ceases to be a member shall no longer qualify as a director.
Section 3. Nomination and Election of Directors The president shall, at least 30 days prior to the date of the annual meeting, appoint a Nominating Committee of three board members. Said committee shall nominate four members as candidates for the board and shall, not later than 10 days prior to the date of the annual meeting, post on the Clubhouse and Pro Shop premises a list of the names of the candidates so selected.
Any five members may also nominate candidates for the board by posting in the same places indicated next above, over their signatures the names of such candidates, at least five days prior to the annual meeting. No other member candidates, except those provided hereinabove, shall be considered for election to the board of directors. At the annual meeting the directors shall be elected by written ballot. In such elections each member, or their proxy, may cast one vote for each vacancy to be filled. The nominees receiving the largest number of votes shall be elected.
Section 4. Vacancies Any vacancy occurring in the board of directors shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 5. Removal of Directors Any or all of the directors may be removed for cause by majority vote of the membership or the board of directors. Directors may be removed without cause only by majority vote of the membership.
Section 6. Board Meetings and Notice Regular meetings of the board shall be held at least once every month, at a time and place designated by the president. Other meetings of the board may be called by the president or by any two directors upon giving 48 hours advance notice to the directors personally, or by email or by telephone of the date, time, place and purpose of the meeting.
Section 7. Quorum A majority of the prescribed directors by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. Except as otherwise stated in these bylaws, action by a majority of the directors present shall be the act of the board of directors.
Section 8. Action Without Meetings Any action required or permitted by law 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 so taken is signed by all of the directors.
Section 9. Committees There shall be five standing committees, and other special committees as in the judgment of the president or board should appear to be necessary and appropriate. The five standing committees shall be comprised of members appointed by the president and chaired by a director. The committees shall serve for the balance of the year in which appointed and the members thereof shall be eligible for reappointment to serve during the term of the director-chairman. The standing committees shall, subject to the supervision and review of the board of directors, have jurisdiction over the following Club interests:
Social Committee; Tournaments Committee; Handicap Committee. Membership Committee; and Publicity/Archives Committee.
ARTICLE V. OFFICERS
Section 1. Number The officers of the Club shall be a President, a Vice- President, a Secretary, and a Treasurer, each of whom shall be elected by the board of directors from among the membership on the board. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election and Term of Office The officers of the club to be elected by the board of directors shall be elected annually for a one year term at the first meeting of the board held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his successor shall have been elected at the first meeting of the board held after each annual meeting of the members.
Section 3. Vacancies and Removal A vacancy in any office shall be filled by the board of directors, for the unexpired portion of the term. Any officer or agent elected or appointed by the board may be removed by the board whenever in its judgment the best interests of the Club would be thereby served.
Section 4. President The President shall be the principal executive officer of the Club and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the Club. He shall, when present, preside at all meetings of the membership and of the board of directors; and, in general, shall perform all duties incident to the office of President and other such duties as may be prescribed by the board of directors from time-to-time.
Section 5. Vice-President In the absence of the President or in the event of his death, 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 restrictions of the President.
Section 6. Secretary The Secretary shall be responsible for all recordkeeping of the corporation. The Secretary shall perform or cause to be performed: (a) official recording of the minutes all proceedings of the Board of Directors and members and actions: (b) provision for notice of all meetings of the Board of Directors and Members; (c) authentication of the records of the corporation;(d) the preservation of the minutes of the members’ and of the board of director’s meetings in one or more books provided for that purpose; (e) and, in general perform all duties incident to the office of Secretary and such duties as from time to time be assigned to the Secretary by the board of directors.
Section 7. Treasurer The Treasurer shall perform or cause to be performed (a) keeping of full and accurate accounts of all financial records of the corporation (b) have charge and custody and be responsible for all funds and securities of the Club; (c) receive and give receipts for moneys due and payable to the Club from any source whatsoever, (d) deposit all moneys in the name of the Club in such depositories as shall be selected by the board, (e) sign all checks of the Club, together with any one of the President, Vice-President, or Secretary; (f)disburse such funds as directed by resolution of the board, except that such resolution shall not be necessary for disbursements made in the ordinary course of business conducted within the limits of the budget adopted by the board of directors; (f) when so directed by the board to cause an audit of the Club’s books; (g) making financial reports as to the financial condition of the Corporation to the Board of Directors; (h) prepare and present to the board a proposed annual budget; present to the membership at its annual meeting the budget adopted by the board together with the balance sheet and operating statements for the immediately preceding fiscal year; and, (g) in general perform all the duties incident to the office of Treasurer and such other duties as from time-to time may be assigned to the Treasurer by the board of directors.
Section 8. Membership Committee The membership committee shall consist of two directors and the Secretary of the Corporation. The committee shall (a) maintain a current an accurate membership list:(b) be custodian of the Club’s membership roster; (c) Keep a register of the post office address of each member which shall be furnished to the Membership Committee by each member; (c) Have general charge of the membership records of the Club.
ARTICLE VI. FISCAL YEAR
The Club shall operate on a Fiscal Year, from November 1 through October 31, unless otherwise determined by the board of directors.
ARTICLE VII. RULES OF ORDER
Except as otherwise provided in these bylaws, procedures to be followed at meetings hereunder held shall be governed by Roberts Rules of Order, Revised.
ARTICLE VIII. INDEMNIFICATION
This corporation shall indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit or other proceeding, by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of the corporation. No amendment to this Article that limits the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification—substantively, procedurally and otherwise.
ARTICLE IX. AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be adopted at a regular or special meeting of the board of directors, by an affirmative vote of five directors; provided that ten days advance notice of date, time, place, and purpose of the meeting to alter, amend or repeal the Bylaws be given each director together with the text of the proposed amendment(s)
ARTICLE X. ARBITRATION
Any controversy or claim arising out of or relating to the relationship between a member and this organization, including but not limited to any action taken by Board pursuant to Article III, Section 5, shall be settled by binding arbitration administered by a single arbitrator pursuant to the American Arbitration Association’s Expedited Procedures under its Commercial Arbitration Rules, and judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

SECRETARY’ S CERTIFICATE OF ADOPTION
I CERTIFY that the foregoing Bylaws were adopted at a meeting of the board of directors of the Charbonneau Men’s Club held on November 7, 2017 at which a quorum of directors was present, and said Bylaws received at least a majority of the votes of the directors affirming their adoption.

I FURTHER CERTIFY that the foregoing Bylaws were amended by adding ARTICLE X at a meeting of the Board of Directors of the Charbonneau Men’s Club held on November 6, 2018 at which a quorum of directors was present, and Amendment received at least a majority of the votes of the directors affirming the Amendment to the Bylaws.

I FURTHER CERTIFY that the foregoing Bylaws were amended by revising ARTICLE IV to increase Board Members from 9 to 12, at a meeting of the Board of Directors of the Charbonneau Men’s Club held on August 6, 2019 at which a quorum of directors was present, and Amendment received at least a majority of the votes of the directors affirming the Amendment to the Bylaws.

Attested by Paul Newman, Secretary.
Dated: August 6, 2019