BYLAWS OF THE SANCTUARY CLUB, INC.
Amendment 2, November 17, 2010
ARTICLE I
THE CLUB
Section 1. Identity
These are the Bylaws of The Sanctuary Club, Inc., a non-profit organization, hereinafter “Club”. The purposes for which the Club has been organized are set forth in the Articles of Incorporation.
Section 2. Principal Office
The principal office of the Club shall be located in Shelby County, Alabama.
ARTICLE II
MEMBERSHIP
Section 1. Membership
The membership of the Club shall be open to all homeowners residing in any home within Caldwell Sanctuary. Lessees may become an associate member with non-voting rights but with other membership benefits. This shall be contingent on the payment of all due annual assessments of Caldwell Sanctuary Owners Association, Inc. by the owners of such property within Caldwell Sanctuary.
Section 2. Annual Meeting
The annual meeting of the Club shall be held on the third Tuesday of the month in November of each year beginning in the year 2008 at 7:00 PM, or at such other time on such other day within such month as shall be fixed by the Board of Directors for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Alabama, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for the annual meeting of the membership, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Membership as soon thereafter as convenient.
Section 3. Special Meetings
Special meetings of the Membership, for any purpose or purposes, may be called by the Board of Directors. The Board of Directors shall call a special meeting in the event of a request for a special meeting by fifty percent or more of the Membership of the Club.
Section 4. Place of Meeting
The Board of Directors may designate any convenient place in close proximity to Caldwell Sanctuary as the place of meeting for any annual meeting or for any special meeting of the Membership.
Section 5. Notice of Meeting
Written notice stating the place, day and hour of the meeting and in the case of a special meeting or of any annual meeting at which special action is to be taken, the purpose or purposes for which the meeting is called, or the special action which is proposed to be taken, shall be delivered not less than ten nor more than 60 days before the meeting, either by electronic mail, U. S. Mail, or by hand delivery, by or at the direction of the Board of Directors, to the Membership.
Section 6. Quorum
The presence at any meeting of the Membership of at least ten percent of the Members shall constitute a quorum. If a quorum is not present at any meeting, the meeting shall be adjourned.
Section 7. Majority Vote
A simple majority of the votes cast at a meeting of the Membership, at which a quorum is present, shall be the act of the Members of the Club.
Section 8. Proxies
No member may vote by proxy or by absentee ballot.
Section 9. Voting Rights
Each household (residents living in a house in the Sanctuary) who has paid all current dues as set by the Board of Directors of the Club shall be entitled to one vote. The affirmative vote of the majority of the Members of the Club, which is represented at any meeting of Members duly called, and at which a quorum is present shall be binding upon the Members.
Section 10. Informal Action by Members
Any action required to be taken at a meeting of the Membership or any other action which may be taken at a meeting of the Membership may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Members entitled to vote with respect to the subject matter thereof.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers
The business and affairs of the Club shall be managed by or under the direction of its Board of Directors, hereinafter “Board”.
Section 2. Number, Tenure, and Qualifications
The number of Directors of the Club shall consist of not less than four nor no more than ten Directors, as
shall from time to time be determined by written ballot of the majority of the Members at any annual
meeting of the Members where a quorum is present. The first Directors are those named in the Articles of
Incorporation who shall hold office until their successors have been qualified and elected. For the
subsequent election, half of the Directors shall be elected for a two-year term, and the remainder shall be
elected for a one-year term. The Board of Directors shall designate the term of office for each vacancy to
be filled. Thereafter, all Directors shall be elected for a two-year term.
Section 3. Election of Directors
(a) Election by Members
(i) Elections to the Board shall be by written ballot at a regular or special meeting of the membership. At such elections, the Members may cast as many votes as there are vacancies to be filled on the Board. The persons receiving the largest number of votes shall be elected.
(ii) A Nominations Committee shall make nominations for a full slate of directors for election to the
Board by the Members. The Nominations Committee shall consist of three persons appointed by the
Board, one of who shall be a Director, and two of who shall be non-directors. Members of the
Nominations Committee shall be appointed by the Board at least 60 days before the date on which the
election for the Board is to be held.
The slate of Directors to be nominated by the Nominations Committee shall be nominated at least thirty
days before the date of such election. After the expiration of the term of office of the first Directors no
member of the Nominations Committee shall be eligible for nomination for the Board by such Committee.
(iii) All elections to the Board shall be made on a written ballot provided to the Members at the annual meeting or special meeting called for the election, which shall: (a) describe the vacancies to be filled; (b) set forth the names of those nominated by the Nominations Committee for such vacancies, and (c), containing a space for a write-in vote by the Members for each vacancy. An announcement containing the same information shall be prepared and transmitted by the Board to the Members at least fourteen days in advance of the date set forth for the election.
(iv) Each Member shall indicate next to the name of each nominee on the ballot his or her vote for the election of such nominee to the Board, or shall write in the name of a person not so nominated in the space on the ballot provided for this purpose. The Member casting it shall sign the ballot. The Board shall: (a) establish that each ballot was made by a Member of the Club with signature affixed, (b) count the ballots, and (c) announce the results of the election at the meeting.
Section 4. Regular Meetings
A regular meeting of the Board shall be held as soon as practical after the annual meeting of the Membership. Regular meetings shall be held quarterly thereafter.
Section 5. Special Meetings
Special meetings of the Board may be called by or at the request of its President or any two Directors.
Section 6. Notice
Notice of any special meeting of the Board shall be given at least three days previously thereto by written notice transmitted by electronic mail, U. S. Mail, or hand delivered.
Section 7. Quorum
A majority of the number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If a quorum is not present, the meeting shall be adjourned.
Section 8. Manner of Acting
The act of the majority of the Directors present at a meeting at which a quorum is present is necessary to constitute the act of the Board.
Section 9. Action Without a Meeting
Any action that may be taken by the Board at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Directors.
Section 10. Vacancies
Any vacancy occurring in the Board may be filled by a majority vote of the remaining Directors. A Director elected or appointed, as the case may be, shall be elected or appointed for the unexpired term of his predecessor in office.
Section 11. Compensation
Directors and Officers of the club shall serve without compensation.
Section 12. Committees
The President of the Board shall appoint Standing and Special Committees to conduct regular and special undertakings of the Club. Each Committee shall be each chaired by a Director and augmented by non-director Members of the Club as appropriate. Standing Committees shall be the Social Committee, the Publicity Committee, and the Internal Audit Committee. All Committees shall report to the Board. The President of the Board shall be an ex-officio member of all Committees.
Section 13. Resignations
Any Director of the Club may resign at any time either by oral tender of resignation at any meeting of the Board or by giving written notice thereof to the President of the Board. Such resignation shall take effect at the time specified therefor, and the acceptance of such resignation shall not be necessary to make it effective.
Section 14. Place of Meeting
The Board may designate any place within close proximity of the Caldwell Sanctuary as the place of meeting for any regular or special meeting of the Board.
ARTICLE IV
OFFICERS
Section 1. Number
The Officers of the Club shall be a President, Vice President, Secretary, and Treasurer, each of whom shall be Directors and elected by the Board.
Section 2. Election and Term of Office
The Officers of the Club shall be elected by the Board at the first meeting of the Board in January after each annual meeting of the membership. The newly elected Officers shall take office immediately and shall serve a one year term.
Section 3. Removal
Any officer or agent elected or appointed by the Board may be removed at any time, by the affirmative vote of the Board, whenever in their judgment the best interests of the Club will be served thereby.
Section 4. Vacancies
A vacancy of any office elected by the Club or appointed by the Board because of death, resignation, removal or otherwise may be filled by majority vote of the Board for the unexpired portion of the term.
Section 5. President
The President shall be the chief executive officer of the Club and, shall in general supervise and control all of the business and affairs of the Club. He shall preside at all meetings of the Membership and the Board. He may sign any contracts or other instruments which the board has authorized to be executed, and in general shall perform all duties incident to the office of President. The initial President of the Club shall be Dan Murchison.
Section 6. 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 upon the President. The vice President shall perform such other duties as from time to time may be assigned to him by the President. The initial Vice President of the Club shall be Millard O. Williams.
Section 7. Secretary
The Secretary shall keep the minutes of the proceedings of the Members and of the Board, shall see that all notices are duly given in accordance with the provisions of these Bylaws, shall be custodian of the corporate records of the Club, shall keep a register of the post office address of each Member which shall be furnished to the Secretary by such Member, shall have general charge of the records of the Members of the Club, and in general shall perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President. The initial Secretary of the Club shall be Ashley Tschudin.
Section 8. Treasurer
The Treasurer shall have charge and custody of and be responsible for all funds of the Club, receive and give receipts for monies due and payable to the Club from any source, deposit all such monies in the name of the club in such banks, or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws, chair the Audit Committee, initiate internal and external accounting audits of such organizations as authorized and directed by the President, and shall in general perform all of the duties as from time to time may be assigned to him by the President of the Club. The initial Treasurer of the Club shall be Ashby Watkins.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts
Only the President of the Club may enter into any contract or execute and deliver any instrument in the name and on behalf of the Club.
Section 2. Loans
No loans shall be contracted on behalf of the Club. The Club shall make no loans to its Directors or officers.
Section 3. Checks, Drafts and Debits
The Treasurer or the President shall sign all checks, drafts, debits or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club.
Section 4. Deposits
All funds of the Club not otherwise employed shall be deposited from time to time to the credit of the Club in such banks or other depositories as the Board may select.
ARTICLE VI
BOOKS AND RECORDS
Section 1. Accounting
The Club shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Members, Board of Directors and committees thereof and shall keep at its principal office a record of the names and addresses of Members, Directors and officers. The accounting records shall be maintained in accordance with generally accepted accounting principles. All books and records of the Club shall be open to inspection by the Members or their authorized representatives for any proper purpose at any reasonable time.
Section 2. Budget
The Board shall adopt a budget for each calendar year that shall include the estimated funds required to defray the operating expenses of the Club and to facilitate the provision and maintenance of funds for the related accounts and reserves according to good accounting practices. Copies of the budget and proposed membership fees shall be transmitted to each member on or before thirty days prior to the due date each year. The membership fee shall be determined by the Board in accordance with the approved budget and subject to the limitations of Section 3 below.
Section 3. Membership Fee
Annual membership fees shall be due on January 1st of each year. In the event the annual membership fee proves to be insufficient for any given year, the Board may amend the budget and membership fee for the subsequent year. Annual increases of the membership fee by the Board shall be limited to ten percent of the membership fee paid for the previous year.
Section 4. Bonds
Fidelity bonds shall not be required by the Board from directors, officers, or members handling or responsible for Club funds.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Club shall be January 1st to December 31st.
ARTICLE VIII
INDEMNIFICATION
As provided by Alabama law, the corporation shall release, remise, and forever discharge and agree to defend and hold harmless and indemnify from all liability, claims, demands, causes of action, and possible causes of action whatsoever, arising out of or related to any loss, damage, or injury (including death) that may be sustained by any officer, Director, advisor, employee, or agent who was, is, or may be involved in legal proceedings by virtue of his or her faith actions on behalf of the corporation.
ARTICLE IX
ROBERTS RULES OF ORDER
All meetings of the Membership and its Board of Directors shall be conducted in accordance with Robert’s Rules of Order.
ARTICLE X
AMENDMENT
The Bylaws may be amended, altered, changed or repealed by the Board of Directors or the
Membership subject to ratification by majority vote of the Membership at a regular or special
meeting of the Club.
