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R-372-57 k 21 t - t '' RESOLUTION NO 372 A. AWLUTION CONCERNIKO R CGVLATIONS IN THE ' 'I-OPERATION OF TINE COUNTRY' CLUB � INA. J ITR Y. That the B '_I aars of the Miami Shores ��; � Associ-`- atioa prmp%r*d and praschted, by the Village Mexatex bita +» , :tta4d heroto 2. That#axagraph 7. pf the • ountry Club regul0icas contained _ is;>�es xl it►a ]tio. 3b3 be,amended to read.as follows t v 7`. A.Person or a co oiatien real ; P � , prP"� y s _or vimduting a:bias ixwx s in Miami. SSar+sa,Tolag+ .xball oe eotWad'to one mesribe rs o d,e# thQ gee freel dor family rate. prOvUed >� dear aaminee of the lei "sa'arrr corgaratiQa shall bre p s } officero the owner or,athor, person activ*l engaged in the c*rporaati or and a resident of Dade County. ! `: iA lwA$ftp,AND ADOPTED this 7th day, of May, 1957. &_10L Mayor x ATTA n 4le r Miami Shores Country Club Association - By-Laws ARTICLE ONE N A IZ E This organization shall be knoinl as the IAIAMI SHORES COUNTRY CLUB ASSOCIATION. ARTICLE TWO O B J E C T The object of this organization shall be to organize a non-profit organization composed of persons tAno qualify as members thereof as hereinafter defined, in order to foster and promote social contacts among its members, and to enjoy, learn and play golf, swimming and other recreational and social activities at the Miami Shores Country Club and its premises. ARTICLE THREE MEMBERSHIP Section I There shall be two types or classifications of membership in said association: a. Those who are residents of lii.ami Shores Village and who pay annual fees or charges for goll" and/or swimming privileges to Miami Shores Village. b. Those who are non-residents of Niami Shores Village but qualified and paid annual dues to Miami Shores Village as non-resident advanced fee players of Miami Shores Country Club and as such were active and in good standing on the 31st day of December 1956, and who thereafter pay such aluiva1 fees or charges for golf and swim ing privileges as shall be charged by Miami Shores Village. Section II Resident members, above described, shall be adult persons who maintain and own a domicile or other property within the City Limits of Miami Shores Village who have paid the required annual fees to said Village, and such said persons, including the members of their immediate family residing with said persons, shall be entitled to all of the privileges of the Association and Club facilities, provided, however, that only the legal head of each said family shall be entitled to vote. Section III Non-resident members, above described, shall be adult persons who do not own and maintain a domicile or )ther property within the City Limits of the Ri.ami Shores Village, and such said persons, including the members of their immediate family living with such said members shall be entitled to all of the privileges of the Association and the Club facilities, but none of said persons qualifying as such said members shall have the privilege of voting. Section IV Widows and unmarried adult women, otherwise qualifying herein, may become members oT this Association. Section V Membership in this Association may be terminated as follows: a. By voluntary resignation tendered in writing to the Chairman of the Board of Cormii.ttees or to the Secretary thereof. No resig- nation shall be accepted unless the member is then in good standing and has paid all indebtedness to the Club, including dues for the full term in which the resi,nation is tendered. For good cause shown in the sole opinion of the Board of Coiivaittees, a portion of such paid dues may be refunded. b. By failure to pay any indebtedness to the Association beyond the period provided for by the By-Laws or the Rules and Regulations of the Association, c. (1) By action of the Board of Committees for conduct unbecom- ing a member of the Association or harmful to the best interest, reputation, good order or harmony of the Association, or for vio- lation of any of the Association°s By-Laws or Rules and ?regulation, P_zOVIDED, however, that no membership shall be so terminated with- out first notifying the member whose membership is thus subject to termination, in writing, of the charges and complaints against him or her, therein notifying; said member of the date, place and time the Board proposes to inquire into the charges and complaints° re- quiring him to be present. Such hearing shall not be scheduled less than five (5) days after date of mailing of such notice to such member. (2) Such inquiry or hearing may be, for good cause shown and acceptable to the majority of the Board, postponed or re-set with written notice to the member involved. Any inquiry or hear- ing shall be attended by a quorum of the Board. (3) Upon hearing and inquiry the Board may: (1) request the member to resign; (2) censure; (3) suspend; or (4) expel and order the termination of such membership® For all or any final actions or decisions of the Board in these matters, the affirma- tive -vote of two-thirds of all members of the Board is necessary, and the Boardas decision shall be final. (4) In all such inquiries and hearings, the Board shall have power to designate the method of procedure and shall pre- side over and control the hearing in such manner as to insure a full and complete examination of the charges. Every member thus charged or appearing before the Board is entitled to be confronted by the evidence and witnesses concerning the subject matter of the hearing. (5) In all hearings, a majority of the entire Board may vote to exonerate and upon such action by the Board, the member involved shall be exonerated. ARTICLE FOUR FEES AND CHARGES The annual Association fees and dues if any shall be those as shall be deter- mined and fixed by the Board of Committees. ARTICLE FIVE O F F I C E R S Section I The officers of the Association shall be: General Chairman, who shall be a resident member of the Association and a freeholder of Miami Shores Village and remain in that status throughout the term of such office, in whom, together with the Board of Committeess shall be vested the governing control and management of the Association. Section II The General Chairman and the Board of Committees shall be elected by the membershsp�ving the privilege of voting, at the annual election. ARTICLE SIX D UT IES AND P 0 W E R S OF OFF ICE Section I The General Chairman shall preside at the meetings of the Association, and of the Board foCommittees, and have administrative supervision of all By-Laws, Rules and Regulations of the Association and shall be ex-officio member of all committees. Section II In the absence of the General Chairman from the Village of Miami Shores, and its vicinity, or in the event of his inability to perform his duties due to sick- ness, ill-health or absence, the duties and privileges of the General Chairman shall be de- volved upon the following in successive order: a. Chairman of the Green Committee b. Chairman of the House Committee c. Chairman of the Tournament Committee ARTICLE SEVEN BOARD OF C 0 M M I T TEES Section I The Board of Committees, hereinafter referred to as the "Board"s shall consist nine resident members entitled to vote (including the General Chairman), who shall be chairmen of the following committees: a* Green Committee b. House Committee c. Tournament Committee d. Membership Committee e. Miami Shores Women's Committee f. Social Committee g. Publicity Committee h. Swimming Committee i, The immediate past General Chairman who shall serve without necessity of being electedp each of whom shall serve for the term of one year. Section II The Board shall control, manage and officiate over all sports and social activities of the Association provided the same are not inconsistent with, or contrary to, the general management and general policies of the Country Club proper. The Board shall have jurisdiction over the conduct, deportment and disoiplinary action of the members of this Association. Section III To facilitate the execution of their duties and powers, the Board may appoint from their own number or from the membership of the Association such sub-committees as in their judgment the occasion may require, and they may define and restrict the duties and powers of such sub-committees, -2- Section IV The Board shall approve or disapprove all Rules promulgated by the various Con— t ,ees and subcommittees of the Association, and may, of its own motion, prescribe and publish any other Rules and Regulations of the Association coming under the scope and authority of any sub-committee or committee. Section V The Board, in an advisory capacity only, shall meet with the Village Manager and Councilo the Village of Miami Shores in conferences, discussions and meetings of said Council on matters pertaining to the preparation of the Annual. Budget for the Country Club and on matters pertaining to the sports, social, financial and other Country Club activi- ties which affect or concern the Association and its members. At all such meetangsg the Board may designate a member or members of the Board to attend as representative or representatives of said Board. Section VI No action of the Board shall be deemed to be the official action thereof except by a majority vote of at least a quorum of said Board, except in disciplinary matters concerning the membership, as to which adequate provision has heretofore been made, The General Chairman shall have no privilege of voting, save and except in matters in which the voting result is a tie vote. Section VII The Board shall meet for the transaction of business at any time on call of the General Chairman or any three members of4he Boards provided two days' notice shall be given each Board member, before the time appointed for such meeting. Section VIII Five members, exclusive of the General Chairman, shall constitute a quorum of the Board of ommittees, provided, however, that if there be no quorum present, a majority of those present may adjourn any meeting from time to time without notices until a quorum be at hand and present. Section IX At the annual meeting of the Associations the Board of Committees shall make a full report of its activities and proceedings during the preceding year, and make such recommendations as it may deem necessary and proper. Section X The Board may fill any vacancies in the Board of Committees by vote of a majority of those present at a regularly called meeting, and members so appointed shall hold office until the next succeeding annual meeting of the Association, or until his successor is elected and qualified. Section XI Annual Meeting and Annual Elections of the Association, shall be held on the first Tuesday of the month of May each year, and shall be called and convened by the Boards by written notice posted on the various bulletin boards in the Clubhouse, and by suitable publication of such notices by the General Chairmang for all members whose member- ship entitles them to voting privileges, for the purpose of hearing the Annual Report of the Board and to conduct the annual elections to the Board of Committees. The Annual Meeting of the members shall be presided over by the General.Chairman. Said notice of annual meeting shall be posted and published at least thirty days prior to the date of said annual meeting. Section XII The term of the Board so elected shall be for one year commencing with the first ay o Tune next following the Annual Election, with the exception of the chair- mwiof the Miami Shores Women's Golf Association, as to which the duration shall be as prem scribed by said association. Section XIII Any member of the Board who shall absent himself or herself from three consecutive meetings of the Board, unless such absentee shall have previously obtained poi6misslon to so dog or shall present at the next meeting an excuse satisfactory to a majority or the Board members presents shall be deemed to have resigned as a member of the Board, and his or her place shall be deemed and declared to be vacant, and such vacancy may be filled by appointment of another member of the Association by a majority vote of the remaining members of the Board then present at a subsequent meeting, Section XIV No action of the Board, of Committees affecting the relation of the Association mem er towar s the Association shall be reviewed at a subsequent meeting of the Board without notice in writing sent to each member of the Board at least ten (10) days before such meetings stating that such previous action of the Board shall be brought up for review and recommendation. Section XV The Board shall have power to make, alter or amend the Rules for their own governmen ARTICILEEIGHT D UT IES OF THE C 0 N M I T T E E S Section I All members of the following Committees shall be appointed by the General Chairman,subject to the approval of the Board of Committees. Section II THE GREEN COMMITTEE; This Committee shall consist of three members, two of whom must be voting members; th377Commn.ttee shall act in an advisory capacity only as to the upkeep, proper conditioning and maintenance of the golf course of the Country Club, and shall make such recommendations as it deems proper. This Committee shall promulgate pUyi.ng rules and rules governing the conduct of all members of this Association and their guests upon the golf course. >3® Section III THE DOUSE COMMITTEE: This Committee shall consist of three mem- bers, at least two of whom must be voting members; this Committee shall act in an advisory capacity only as to repairs, alterations, maintenance and decoration of the CountryClub's club house. The Committee shall promulgate rules affecting the conduct and deportment of the Association's members and their guests on the clubhouse premises. This Committee shall make such recommendations concerning its assigned duties as it deems proper. Section IV TOURNAMENT COMMITTEE: This Committee shall consist of two male and one female members, at least two of who shall be voting members and shall have general supervision of contests and tournaments in connection with the golf activities of the Asso- ciation's members. This Committee shall arrange for intra-association golf competitions and tournaments, and this Committee shall have jurisdiction over and be in charge of fixing and assigning handicaps for the Association's members,, as well as awarding prizes and de- fraying tournament expenses from funds allocated for ,such purposes by the Golf Course Budget. Section V MEMBERSHIP COMMITTEE: This Committee shall consist of three mem- bers, all of whom shall be voting members; this Committee shall screen and pass on the quali- fications of persons applying for membership into the Association, and shall report its find- ings and recommendations thereto to the General Chairman and Board of Committees. Section VI MIAMI SHORES WOMEN'S COMKITTEEs This Committee shall consist of three adult females, who are either voting members in their own right or are of the immediate family of voting members, at least two of whom are also members of the Miami Shores Women's Golf Association; this Committee shall have jurisdiction over all problems, activities and matters between this Association and the Miami Shores Women's Golf Association, and shall have only advisory powers relative thereto. This Committee shall exist so long as said Women's Golf Association remains active, and when disbanded or dissolved, this Committee shall be abolished and of no further force and effect. Section VII SOCIAL COMMITTED: This Committee shall consist of three voting members of this Association; the ommi.ttee shall have jurisdiction over schedulings preparing fors arranging for, conducting, promoting and promulgating dances and other social activities for this Association and its members for their enjoyment and benefit of said members and their guests, and to serve in an -advisory capacity in such endeavor with the Country Club officials. Section VIII PUBLICITY COMMITTEE: This Committee shall consist of three mem- bers, at least two of whom shall be voting members; this Committee shall act in an advisory capacity with the General Chairman and Board of Cormittees, as to ways and means of properly publicizing the actions, endeavors and aims of this Association in such fashion and by such means as.will bring praise and commendation of the general public. In this connections, said Committee- shall only make recommendations' and is not empowered to act for or in the name of this Association, nor to commit this Association in any manner whatsoever. Section IX SWI101ING C0101ITTEE0. This Committee shall consist of three voting. members, at least one of whom may be a swimming voting member; this Committee shall have jurisdiction over those members who are swig members of this Association, and over all other members and their guests of the Association, who use, enjoy and participate in the pool facilities of the.Country Club. This Committee shall have advisory power only as to the opera- tions management and maintenance of the pool facilities of the. Country Club, and to award prizes and defray expenses of pool activities out of funds allocated and made available. ARTICLE NINE - ANNUAL MEETINGS AND ANNUAL ELECTION Section I The annual meeting of the Association shall be held as above pro- vided. Section II The order of business of the Annual Meeting shall be: a. Reading of Minutes of previous meeting. b; Report of Board of Committees. c* Unfinished business. d. New business. e. Annual election results. Section III If no quorum be present at the Annual Meeting, the presiding officer shall adjournn the meeting for not more than two (2) weeks. Section IV A special meeting of the Association shall be called by the General Chairman when directed to do so by resolution of the Board of Committees, or upon request of twenty-five (25) members entitled to vote; providing the request be made in writing to the General Chairman fixing the time of such meeting not less than five (5) nor more than fifteen (15) days from the date of the requests and said request shall specify the object or objects of said meeting. Section V Twenty percent (20°,,) of all members entitled to vote shall consti- tute a quorum. -4- Section VI All meetings of the Association shall be held at the Country Club- house, Miami Shores, Florida. Section VII The election of a General Chairna.n and members of the Board of Committees shall take place on the first Tuesday in. May of each year, The polling hours for the Annual Election shall be between the hours of ten o'clocl: A.M. and six o'clock P.M. of the day of the Annual Neeting, Section VIII Notices of every annual and special meeting shall be posted on the bulletin boards in the Clubhouse located at the front of the Pro Shops at the side of the C1ub'Mana.ger's office in the main hallway, in the Mex.'s Locker Rooms and in the Women's Locker Room, Said notices must be posted at least five days before the date of special meetings. At special meetings of the Club, no business shall be discussed or acted upon except such busi- ness as that specified in the notice, Section IX (a) At least forty (40) days prior to the Annual Meeting and Annual Election, the Board of Committees shall appoint a nominating committee composed of five (5) voting members, and none of whom shall be members of the Board, and which committee shall.nomi- ate at least two (2) candidates for each position on the Board of Committees and for the posi- tion of General Chairman. The names of the nominating committee and the nominating committee's nominees shall be published on all bulletin boards at the Clubhouse, and said committee shall cause to be mailed to all voting members of the Association a list of the nominees proposed by the nominations committee, with a letter directed to said members to the effect that additional nominations may be submitted on petition of five (5) voting members, provided such petitions are in the hands of the nominating committee at least fifteen (15) days prior to the Annual. Meeting, The nominations of the nominating committees and those proposed by such petitioners shall become the nominees for the new Board of Committees. The nominating committee shal.ls on or before ten (10) days prior to the Annual meeting, mail a ballot to each member entitled to vote, containing the names of all such nominees, which ballots shall conform to the By-Laws and such further instructions in connection therewith as fulfill the requirements contained herein. Any voting member of the Club in good standing at the time of such election shall be eligible to vote in accordance with his or her voting privilege. The nominating committee may not name or nominate more than one of the nomina- ting committee as candidate for any position to the Board. After all nominations have been submitted and the ballots mailed by the nomina- ting committee, and have been returned, the General Chairman, with the approval of the Board at the annual election, shall appoint an Election Committee composed of three voting members, who shall not be nominees or candidates for a position on the Boards and this Committee shall count the ballots and certify the results of the election as being correct, and thereupon the results shall be official, (b) The official ballot shall show the positions to be filled by elections to-wit: General Chairman, Chairman of Green Committee, Chairman of House Com- mittee, Chairman of Tournament Committee, Chairman of Membership Committee, Chairman of Social Committee, Chairman of Publicity Committees and Chairman of Swimming Committee. (c) The member shall deposit his or her ballot in person in a ballot box at the Country Clubhouse during the polling hours of the day of the election, and one or more of the members of the Nomination Committee shall be in cus- tody of the ballot box, who, shall check each voting member as duly qualified to vote before the ballot is cast into the box, No voting member shall be permitted to cast a ballot who shall be then in arrears in his fees and dues to the Association, (d) An absentee ballot will be provided for those voting members who declare in writing their intention to be absent from Dade County, Florida, on the day of the election. .Such absentee ballots with the written declarations from the absentees shall be presented to the Election Committee, and if found in order will be placed in the ballot box by the Election Committee. (e) All balloting shall be secret and no ballot shall. require the signature or identification of the voter, (f) If, prior to the printing of the ballot, any candidate so se- lected for General Chairman or the Board of Committees shall indicate in writing his unwillingness to become a candidate for either of said positions$ his name shall not be included in the ballot. (g) The persons receiving the plurality of the votes cast for each position shall be deemed elected. Section X The General Chairman and the members of the Berard of Comtni.ttees so elected at each Annual Election shall take office on the first day of July following said election. -5� Section XI The position of the Chairman of the Miami Shores Women's Golf Asso- ciation shall not b�e voted on at the Annual Election. This position shall be filled by the Miami Shores Women's Golf Association in accordance with their own Rules and Regulations, and the duration of the term of this position shall be as provided by the rules of their said association; provided' however' if their said association is disbanded or dissolved, the posi- tion of Chairman of the Miami Shores Women's Golf Association on the Board of Committees shall thereupon be declared vacant and shall be abolished. ARTICLE TEN SUB - C 014NITTEES Section I The following sub-committees shall be maintained when deemed advisable by the Board: By-Laws sub-committee Trophy or Prizes sub-committee Handicap sub-committee Specific Tournaments sub-committee Such other sub-committees as are warranted or deemed necessary. Section II The chairman and members of the various sub-committees shall be appointed by the General Chairman, subject to the approval of the Board of Committees. Mem- bers of the Board may be members of the sub-committees, but no member of the Board shall be chairman of a sub-committee. Section III The membership of each sub-committee shall consist of three members, two of whom shall be voting members of this Association. Section IV Each sub-committee shall have supervision over such duties as are outlined or defined to IT in writing by the Board, and each sub-com=ttee shall hold a monthly meeting and furnish the Board with a written report of their activities. ARTICLE ELEVEN C 0 11 P L A I N T S Section I All complaints against members, the Golf Club management, or the con- duct of any member of he Board of Committees, must be in writing to the Board, and must be signed by the complainant. Verbal complaints will not be considered or countenanced. Com- plaints against employees must be made to the Club Manager. Section II Whenever a written complaint is made as herein required, a copy thereof must be mailed or delivered to the Club Manager. Section III Complaints against non-members of the Association shall fall within the jurisdiction of the Club Manager. ATICLED-iELVE ADVISORY COMMITTEE Section I The General Chairman may create and appoint an Advisory Committee; it is to be composed of five members entitled to vote hereunder, whose sole power is advisory and whose duty shall be to meet with the General Chairman at his request and to aid, counsel with and advise the General Chairman in the administration of his term of office, and to meet with said General Chairman in any joint meeting with Miami Shores Village Council and Miami Shores Village 14anager, in an advisory capacity only, looking to the betterment and improve- ment of the Country Club operations and management policies and to further harmonious and ef- ficient Country Club relations between this Association and its members and the I•Iiami Shores `tillage and its officials. ARTICLE 'EURTEEN D E F UUTION, P.ESTRICTION AYJ PRI'V'ILEGES OI' TYPES OR GIODES OF IMSIJau MEM73122.Sylip Section I The Board of Committees may designate and define grades or types, privileges and restrictions of resident membership which equitably and justifiably come with- in the purview and meaning of resident memberships of the Association. This shall include, in addition to the resident memberships hereinbefore referred to, adult persons who permanently reside in Miami Shores Village in rental or leased premises in said Village, junior member- ships to minors between the ages of fourteen years and twenty-one years, whose parent or parents or legal guardian is or are resident members of the Association, and one designated represen- tative of any corporation or firm doing business in Miami Shores Village, provided said repre- sentative is a citizen of Miami Shores Village and permanently resides therein. Section II. The Board may make such rules and regulations with reference to membership privileges as is in conformity with these By-Laws and the general policies of the Country Club officials. ARTICLE, FOURTEEN AMENDMENTS Section I These By-Laws may be altered, amended or rescinded: -6- (a) By a two-thirds vote of the members entitled to vote and who are present and voting at any regular meeting or special meet- ing of the Association, after notice of the proposed alteration, amendment or recision has been given to said members at least thirty days prior to such meeting; or (b) Upon recommendation of the Board by the unanimous vote of the members entitled to vote at any regular or special meeting of the Club at which at least twenty-five percent (25/) of the aggregate of the said voting members is present. ARTICLE FIFTEEN M E M B E R S H I P TENURE SectionlI All memberships are limited as to their privileges, obligations and duration to one year, and are subject to annual renewals thereafter upon payment of annual dues and fees. Memberships are not transferrable or assignable. Section II All persons who are members and who also pay the annual dues and fees thereby accept the privileges of their respective memberships issued to them, subject to the By-Laws and Regulations of the Association, and subject to the jurisdiction of the Village of Miami Shores, and by accepting such memberships they thereby agree to comply with said By Laws, Rules and Regulations of the Association and the supervision of' Miami Shores Village and it shall be deemed'acquiescence in and knowledge of these conditions, By-Laws' rules and any amendments thereto. ARTICLE SIXTEEN NOT ICE AND WAIVER OF NOTICE Section I Whenever, according to these By-Laws, a notice is required to be given to any member, members of the Board of Committees, or officer, it shall not be con- strued to mean personal notice, but such notice may be given in writing by mailing the same in a postpaid, sealed envelope, addressed to the member, member of the Board of Committees, or officer, and his address as the same appears on the books of the Country Club, and the time when such notice is mailed shall be deemed to be the time of giving of such notice. Section II Any notice required to be given by these By-Laws to the person entitled thereto, may be waived by him. 4 -7-