Revised September, 2023 - Adopted October, 2023

The primary purpose of the Lone Tree Men's Golf Club, Inc. is to promote a tournament and social golf program for its Tournament Members. The LTMGC also may administer the Colorado Golf Association (CGA) handicap program at the Lone Tree Golf Club.

ARTICLE I - NAME

The Lone Tree Men's Golf Club (Club or LTMGC) is a Colorado chartered, non-profit corporation.

ARTICLE II - CLUB MEMBERSHIP MEETINGS

Section 1:

There shall be an Annual Membership Meeting in the fourth quarter of each calendar year, the date for which is to be determined by the Board of Directors.

Section 2:

The Board of Directors may call a Special Membership Meeting at any time. The Board of Directors shall call a Special Membership Meeting upon written petition by ten percent or more of the Tournament Members.

Section 3:

Notice shall be provided at least 7 days prior to any Annual or Special Membership meeting. Special Membership Meeting Notice will specify the subject(s) to be discussed at the Meeting. Action may be taken by a majority vote of the Tournament Members present, but no action may be taken on any subject not stated in the Notice of Special Membership Meeting.

ARTICLE III - BOARD OF DIRECTORS

Section 1:

The Board of Directors (Board of Directors) consists of twelve Tournament Members.

Section 2:

• a) Solicitation for candidates for election to the Board of Directors for a two-year term shall be made by e-mail or other appropriate form of Tournament Member notification from the Communications Chairman on behalf of the Vice President no later than September 15th of each year and shall remain open until at least September 30th; however, in the event of unforeseen circumstances, those dates may be modified provided that the Solicitation shall remain open for at least ten (10) days.
• b) The Vice President, as chairman of the nominating committee, will provide a list of candidates to the Board of Directors for approval. The approved list of candidates will be presented to the Tournament Members for voting either at the Annual Membership Meeting or via electronic ballot using any electronic method deemed acceptable by the Vice President and the Board and reasonably available to the Tournament Members, all at the sole and exclusive discretion of the Board of Directors. Electronic balloting shall remain open for not less than 10 days and must be concluded at or prior to the Annual Membership Meeting, whenever it may be convened. If the approved list of candidates is presented to the Tournament Members at the Annual Membership Meeting, nominations also will be accepted from the floor. Each Tournament Member shall be allowed to vote once and only once for up to six candidates or as otherwise provided by the Board of Directors.
• c) Candidates receiving the highest number of votes from Tournament Members casting votes will be elected to fill available Board vacancies. Ties will be resolved in the sole discretion of the outgoing President, or in his absence, the presiding Director in rank order as provided below. If the outgoing President is involved in a tie, that tie will be resolved at the sole discretion of the next highest-ranking Director in rank order as provided below
• d) Any Director vacancy that occurs between Annual Membership Meetings may be filled by a majority vote of Directors at a Regular Board Meeting. Directors so selected serve for the balance of the outgoing Director's term.

Section 3:

• a) At the first Regular Board Meeting immediately following election of the new Board of Directors, the outgoing President shall preside over election of the new President. Nominations for Officers may be made by any Director from the new Board of Directors following the Annual Membership Meeting until the first Regular Board Meeting immediately following election of the new Board. Only Directors from the new Board of Directors may vote for the President.
• b) In the event the outgoing President is not able to preside over election of the new President, the next present outgoing Officer of highest rank will preside, and if no Officer is available, then by outgoing committee chair of highest rank. The rank order is: President, Vice-President, Secretary, Treasurer, Tournament, Membership, Communication, Handicap and Social chairs. Director proxy votes may not be accepted in Officer elections.
• c) Upon election, the new President will preside over election of the remaining Officers and the selection of committee chairmen. Only Directors from the new Board of Directors may vote for the Officers of the new Board. The newly constituted Board will then assume all responsibilities as Directors.

Section 4:

In addition to specific powers enumerated in the By-laws, the Board of Directors maintains the general authority for operation of the Club, including the discretionary power to:

• a) Maintain the By-laws, rules and policies of the Club, which the Board may enact in its sole discretion as provided herein.
• b) Enforce the By-laws, rules and policies of the Club in its sole discretion as provided herein.
• c) Assess penalties or take disciplinary action for By-law, rules and policy violations in its sole discretion as provided herein.
• d) Appoint delegates as Club representatives to other associations.
• e) Select committee chairmen and establish the authority of any committee not otherwise provided by the By-laws. Each committee chairman must be a member of the Board.
• f) Conduct the financial affairs of the Club as it deems appropriate.
• g) Take such other action as it deems to be in the Best Interest of the Club and not otherwise precluded herein.

Section 5:

The Board of Directors may, by a vote of eight (8) Directors, remove from the Board any Director who fails to attend three consecutive Regular Board Meetings provided such absences are not due to illness or other acceptable circumstance. Removal of a Director from the Board may occur only at a Regular Board Meeting and may not be conducted by electronic communication. During periods when the Board consists of less than twelve Directors, a Director removal action requires the vote of 66% of the sitting Directors.

Section 6:

• a) The Board of Directors will conduct a Regular Board Meeting each month at a time and date determined by the President. The Regular Board Meeting will be presided over by the President, and in his absence, in rank order of Officers and committee chairs, as provided above. Absent extenuating circumstances the Regular Board Meeting should be conducted in person on monthly basis. Appropriate electronic and other means of attendance are permissible at the discretion of the Board.
• b) A Special Board Meeting may be called by the President or majority of the Directors.
• c) A simple majority of sitting Directors constitutes a quorum. A quorum is required to convene any meeting of the Board of Directors and action may be taken by a majority of Directors present.
• d) The order of business at the Regular Board Meeting is:
• a. Call to order
• b. Reading and approval of minutes of the last meeting
• c. Reports of Officers
• d. Committee reports
• e. Old business
• f. New business
• g. Adjournment

ARTICLE IV - OFFICERS

Section 1:

Officers of the Club are: President, Vice President, Secretary, and Treasurer. All Officers must be Directors and no Director may hold more than one Office at any time. The President shall not succeed himself in Office more than once in any two-year period.

Section 2:

The President will preside at all Board and Membership Meetings. He may sign as President all documents authorized by the Board or the By-laws. He has general supervision of the affairs of the Club and will perform other duties as authorized by the By-laws or as directed by the Board. The President is authorized to appoint special committees as he deems necessary.

Section 3:

In the absence of the President, the Vice President will perform the duties of the President. The Vice President also will study, maintain and attempt to improve the By-laws, monitor adherence to the By-laws and preside as chairman over all By-law related activities.

Section 4:

The Secretary will prepare and make available the Membership and Board Meeting minutes for communication to the Tournament Membership. He will conduct the correspondence and maintain all records for the Club as required by the By-laws and the Directors. As necessary, he may attest the President's signature. In the absence of the Secretary, a Secretary Pro Tem may be appointed by the Directors to perform required functions.

Section 5:

• a) The Treasurer will collect all dues and other revenues of the Club and maintain a full and accurate account of all financial transactions. He maintains the power to endorse checks or other negotiable papers drawn to his order or to the appropriate financial institution all monies received in the name of the Club. In the event the Treasurer is not available as a signatory, other authorized signatories are the President and Vice-President. In the event any of these signatories are not available on more than a temporary basis, a majority of the Board may identify new signatory(ies) during the unavailability of the signatories identified by the By-laws. The Vice-President and/or the President shall review the expenses and the bank accounts of the Club on a monthly basis.
• b) The Treasurer will develop and present an annual budget for Board approval no later than the March Regular Board Meeting of each year. Committee chairmen will provide input to the Treasurer no later than the February Regular Board Meeting of each year to aid in development of the annual budget.
• c) The Treasurer will submit a report of the Club's financial condition at each Regular Board Meeting and in coordination with the Board of Directors, assure that Club expenditures are consistent with the annual budget. The Treasurer must immediately notify the Board if, at any time, the Club is at risk of running a deficit.
• d) The Treasurer will review all invoices for hospitality, goods and services rendered to the Club, and upon verification for correctness and legitimacy, initiate payment.
• e) In the absence of the Treasurer, a Treasurer Pro Tem may be appointed by the Directors to perform the required fiscal functions. The Treasurer Pro Tem may not sign checks except as provided above.
• f) The Treasurer will have a CPA annually inspect the Club's financial accounts and report the findings to the Board.

ARTICLE V - COMMITTEES

Section 1:

• a) The Tournament/Rules Committee may consist of a chairman, co-chairman and assistants. It will organize and implement all tournaments. It will referee all tournament disputes involving the Rules of Golf and Local Rules. It is responsible for the purchase and distribution of gift certificates, trophies and other prizes awarded to tournament participants. It will publish and distribute Local Rules governing play for each Club tournament.
• b) The decision of the Tournament Committee Chairman, or his designate, concerning the conduct of and the award of prizes for each Tournament is final. In his sole discretion, the Tournament Committee Chair, or his designate, will determine when the Tournament has closed, upon which all decisions concerning the Tournament are final.

Section 2:

The Membership Committee may consist of a chairman, co-chairman and assistants. It will review all membership applications for compliance with the By-laws and refer applications for further Board review.

Section 3:

The Communication Committee may consist of a chairman, co-chairman and assistants. It will provide appropriate publicity for Club events and communicate information pertinent to Club membership on a regular basis.

Section 4:

The Handicap Committee may consist of a chairman, co-chairman and assistants. It will implement the USGA/CGA sanctioned handicap system. It also may implement a Club handicap system for play in Club tournaments. The Handicap Committee Chairman is responsible for establishing Tournament Member handicaps for play in each Club tournament.

Section 5:

The Social Committee may consist of a chairman, co-chairman and assistants. It will schedule, plan and implement the Club's social events, including those associated with tournaments. It will keep the Board of Directors and Members advised of projects that may mutually benefit the Lone Tree Golf Club and the Club.

ARTICLE VI -MEMBERSHIP

Section 1:

Members of the Club are classified as Tournament, Regular, Junior or Honorary. All Members will be provided USGA/CGA GHIN handicap service through the Handicap and/or Membership Committees. Tournament Members are limited to 225 unless modified on an annual basis by the Board of Directors. The membership year is January 1 through December 31. Only Tournament Members may vote, serve on the Board and play in Club tournaments.

Section 2:

• a) All Tournament and Regular Members must be male and at least 18 years of age by March 1. The Board, in its sole discretion, may allow exceptions to this requirement. Returning Members applications are given priority over new member applications. However, the Board may decline a returning member application if it considers this to be in the best interest of the club. Such consideration may include, but is not limited to, member behavior toward the LTGC staff and other Members, adherence to club policies, adherence to the spirit and letter of the rules of golf, and other criteria identified by the Board. Beginning February 1, applications for Tournament Membership openings will be processed from all applicants based upon criteria identified by the Board. Any disputes involving acceptance or denial of Tournament Member status will be resolved in the sole discretion of the Board.
• b) Retention of Tournament Member renewal priority is contingent upon participation in a minimum three (3) Club tournament rounds during each calendar year and compliance with criteria identified by the By-laws and the Board in section 2(a) above.
• c) No Member is eligible to participate in the Club tournament denominated as the Club Championship unless he has played and documented at least three (3) Club tournament rounds and at least five (5) rounds, all of which must have been played at Lone Tree Golf Course since the prior year's Club Championship. These qualifications must be satisfied prior to the deadline stipulated for entry in the Club Championship.
• d) Circumstances pertaining to the conditions of membership and tournament participation may be brought to the attention of the Board for review and consideration at a Regular Board Meeting. The Board, in its sole discretion, may waive any requirement it deems appropriate.

Section 3:

Membership eligibility will be evaluated by the Membership Chairman. To the extent the Membership Chairman believes an application merits further review, it may be referred to the Board of Directors which, in its sole discretion, will make a decision it deems to be in the best interest of the Club.

Section 4:

Honorary Membership must be approved by the Board of Directors. The benefits of Honorary Membership shall be identified in the sole discretion of the Board and may be revoked at any time in the sole discretion of the Board.

Section 5:

Junior Members of the Club must be male, 18 years of age or less and still attending junior or senior high school at the time of application. Junior Membership in the Club is offered for the sole purpose of offering young golfers the opportunity to establish a handicap certified by the USGA/CGA.

Section 6:

Membership in the Club is not transferable.

ARTICLE VII -CLUB MEMBERSHIP DUES

Section 1:

Dues for each Member category will be established annually by the Board. Member dues must accompany each application. Dues paid will be returned to those applicants not accepted as a Member.

Section 2:

Membership in the Club includes individual membership in the Colorado Golf Association (CGA) for the year.

ARTICLE VIII - RESIGNATIONS

Section 1:

Resignation by a Director must be submitted in writing, preferably electronically, to the President or Secretary of the Club and shall be acted upon at the next Regular Board Meeting. No resignation will be accepted until any indebtedness to the Club by the resigning Director has been paid.

Section 2:

No dues refund (full or partial) will be made to a resigning Member unless approved by the Board.

ARTICLE IX - DISCIPLINE

Section 1:

• a) A complaint against a Tournament Member that may require disciplinary action by the Board of Directors may be submitted 1) in writing, preferably electronically, to the President, who will distribute the complaint to the Board, as appropriate, 2) by a Tournament Member in writing and orally at any Regular or Special Board Meeting upon prior confirmation by the Secretary that time is available at the Board Meeting, or 3) upon communication by any Board Member to all Board Members on a sua sponte basis. If the Board of Directors deems the complaint worthy of formal consideration, the President will expeditiously set a disciplinary hearing date and time to be attended by available Directors and interested parties, which interested parties shall be determined in the sole discretion of the President. The Member that is subject of the disciplinary action must be informed of the hearing setting either in writing or verbally at least seven (7) calendar days prior to the hearing date.
• b) The President may establish a Special Committee chaired by a Board Member and comprised of other Board and Tournament Members to investigate any allegations related to a request for disciplinary action.

Section 2:

• a) Temporary suspension of the Member subject to the disciplinary action may be imposed by the Board until the Member has had an opportunity to present his views to the Board. In the event of a tie vote among the Board, the tie breaking vote will be by the Membership Committee Chair. The Board, in its sole discretion, may take the private and/or public disciplinary action(s) it deems to be in the Best Interest of the Club, including but not limited to private reprimand, public reprimand, temporary suspension, suspension or expulsion.
• b) Cause for disciplinary action may include, but is not limited to: conduct unbecoming a sportsman; offensive vulgarity: repeated inappropriate behavior: repeated violation of the Rules of Golf; conduct that adversely reflects on the Club; other criteria identified by the Board or failure to show at a disciplinary hearing absent good cause.
• c) Two or more disciplinary actions may lead to immediate expulsion without further process.
• d) In addition to the disciplinary process identified in subsection a) above, the Board, in its sole discretion, may determine any Member to be undesirable to participate in the LTMGC and, by motion of the President and the subsequent majority vote of at least 66% of the sitting Board Members, the Member may be immediately suspended from participating in future LTMGC events until further action under Article IX, Section 2 is completed. The President may make such a motion and request a Board vote electronically if there is not sufficient time to implement and communicate such a suspension before the next Regular Board Meeting.

Section 3:

A written request for appeal signed by at least 10 percent of the Tournament Members and submitted to the Secretary within 30 days after an expulsion is sufficient cause for the President to call for further hearing at a Special Membership Meeting. The Board's disciplinary action may be reversed or otherwise modified by majority vote of Tournament Members present.

ARTICLE X - SALARY AND DEBT

Section 1:

The Directors of the Club receive no salary. However; all Directors who complete their term will have their membership dues, exclusive of USGA/CGA handicap or membership fees, waived by the Club. To have dues waived, a Director must participate by physical attendance or by teleconference or other electronic means in a minimum of eight (8) Regular Board Meetings during the 13 month period from November to November. The waiver will be by credit of the applicable portion of annual dues for each qualifying Director for the following membership year. If fewer than thirteen Regular Board Meetings occur during that period, the Director must have attended or participated by teleconference or other electronic means at 66% of the Regular Board Meetings conducted. The Board may waive this requirement on an individual basis for good cause by majority vote of Directors present at a Regular Board Meeting.

Section 2:

No debt shall be contracted against the Club except by approval of the Board of Directors.

ARTICLE XI - ORGANIZATION

This Club shall be a duly registered nonprofit organization existing solely for the social golf benefit of its Members and guests. This Club shall not be liable to any Member, person, or organization for damage or claim arising out of the Club's operation. Any applicant accepted into the Club hereby waives any damages or claim which may exist at the present time or which may exist at any time in the future. At the discretion of the current Board of Directors a decision may be made to purchase a fidelity bond and/or directors and officers liability insurance.

ARTICLE XII - RULES PERTINENT TO BY-LAWS

Section 1:

The By-laws may be amended, replaced or altered, in whole or in part, by a majority vote of Board Members present at a duly called Board Meeting, provided the proposed amendment has been communicated to each Tournament Member at least 7 days prior to the Board Meeting at which the amendment is to be considered. Any article or section amended, replaced, or altered shall be made available to the Tournament Members via posting on the Club website with notification by e-mail.

Section 2:

All business proceedings of the Club not provided for in the By-laws, to the extent necessary, are governed by Roberts Rules of Order. All decisions of the Board are by simple majority vote except as otherwise provided by the By-laws. Board decisions not required to occur at a Regular Board Meeting may occur by electronic communication and vote provided no Board Member objects.

Section 3:

To the extent extraordinary circumstances preclude a particular meeting from being conducted as required by the By-laws, the Board may seek to reschedule the meeting or otherwise conduct the necessary business in a manner similar to that provided by the By-laws.

Section 4:

The Board of Directors is the interpreter of these By-laws and its decisions are final and binding.

Section 5:

Whenever the By-laws require Notice to the Tournament Members, it may be communicated by posting in the clubhouse, on the Club website or electronic delivery to Tournament Members.

ARTICLE XIII - DISSOLUTION

Section 1:

The Club may be dissolved by a two-thirds vote of the Tournament Members present at a properly Noticed Club Membership Meeting.

Section 2:

In the event of such dissolution, the assets of the Club will be divided among then existing Tournament Members.

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