ARTICLE I
 
Title and Purpose
 
1.     The name of the organization shall be “Pendleton Creek GC Men’s Club”, herein after referred to as the Men’s Club.
2.     The purpose of the Men’s Club shall be to promote the game of golf, sportsmanship and fellowship, as well as sponsor events to promote such growth in the Men’s Club.
3.     The Men’s Club is organized as a social club.
 
ARTICLE II
 
Membership
 
       All male members in good standing of Pendleton Creek GC, 18 years of age or older are eligible for membership. 
      Payment of the annual dues is considered consent to follow these By-Laws and for a Men’s Club member to remain in good standing with Pendleton Creek GC.  Failure to follow these By-laws or the rules of Pendleton Creek GC will subject a Men’s Club member to discipline as outlined in the By-laws.
 
ARTICLE III
 
Board of Directors
 
1.     Structure & Terms of Office
a.     The Board of Directors of the Men’s Club herein after referred to as “Board” shall be comprised of up to 13 club members.  Each director shall be elected for a term of three (3) years.  Directors shall be elected the last Thursday in September each year. For the elections to be held for seats whose terms expire in 2021 & 2022, and thereafter, up to Four (4) Directors shall be elected. For the election to be held for seats whose terms expire in 2023, and thereafter, up to Five (5) shall be elected.
b.     The Board term of office shall run from January 1st to December 31st.
c.      Any member of the Board who is absent from three (3) consecutive Board meetings, without good reason, shall be removed from the Board.  Any vacancy created on the Board shall be filled for the remainder of the term, by appointment ratified by two-thirds vote of the Board.
d.     Term Limits:
i.       The number of terms that an individual may serve shall be limited to three consecutive terms of three years each.
ii.     If a member fills a vacancy and more than eighteen (18) months remain in that term; then such person shall be eligible to serve two additional three-year terms. If less than eighteen (18) months remain in the term, then such person shall be eligible to serve three additional three year terms.
iii.    If the number of open positions exceeds the number of candidates for election, then at the first meeting following the election; a former Board member may, if confirmed by a majority of the Board, be appointed by the President to the open position. Such person shall serve for a period of one year and said position will be placed on the ballot for the next scheduled election. If the seat remains vacant; the appointment/election procedure described above shall continue until a new Member is elected to the seat.
iv.    Board Members who serve their maximum terms may, after a period of twelve months, seek re-election to the Board.
v.     Any service as a Board Member prior to the September, 2019 General Election shall not be counted for term limitation purposes. 
i.       Responsibilities
a.     The Board shall meet monthly with the exception of the months of December and January.  Additional meetings may be called by the President, giving the members at least seven (7) days’ notice.  In order to have a meeting, at least 7 members must be present including the President and/or Vice President.
b.     The Board shall be responsible for the management and control of the policies of the Men’s Club, selection of its officers and enforcement of its “By-Laws”.
c.      The Board shall not authorize any expenditure or indebtedness beyond the income of the Men’s Club.
d.     At the September meeting the Board will review and approve the candidates for the annual election.
e.     The board shall vote to approve the budget for the current year at the second meeting of the year.
j.       Membership
a.     A candidate for membership on the Board must be a member in good standing of Pendleton Creek GC and a member in good standing of the Men’s Club for at least one (1) year prior to the annual election.
k.     Governance
a.     4.1 Robert’s Rules of Order shall govern the Men’s Club meetings.
 
Article IV
 
Elections
 
1.     Any incumbent Board Member must declare that they will seek re-election at the July board meeting, approved by the Board and recorded in the minutes of the meeting by the Secretary.
2.     Any interested candidate must submit their declaration of candidacy, via email, to the Secretary by the first Monday in August.
3.     Declaration of Candidacy must be received by the Secretary by the last Monday in August.
4.     The slate of interested incumbents, candidates and the voting process instructions shall be posted on the Men’s Club website, in the clubhouse and in the men’s locker room fourteen (14) days prior to the scheduled election.
5.     In the event that the number of interested candidates is less than or equal to the number of available seats; then the Board of Directors shall have the ability to seat those candidates and declare them duly elected without holding an election.
6.     The election will be held in a manner determined by the Board of Directors and communicated to the membership fourteen (14) days prior to the election. The election period will be at least Seven (7) days. In the event they are needed, Absentee and/or Paper Ballots may be requested from the Secretary and must be postmarked by the date of the election and received by the Secretary within 7 days of the election.
7.     In the event of a tie that will determine who wins a seat (i.e. a tie for 4th place when 4 seats are available); a runoff election will be held between the candidates who are tied.
8.     The Secretary shall announce the results of the election at the October Board meeting. The results will be published immediately following the meeting.
 
ARTICLE V
 
Officers and Duties
 
1.     Officers of the Men’s Club shall be President, Vice President, Secretary, and Treasurer.  Officers shall serve for a term of one (1) year.  Only the offices of Secretary and Treasurer may be held simultaneously by the same person. Officers may run for re-election for the same or different office.
 
2.     The President:
a.     Shall be the chief executive officer of the Men’s Club;
b.     Shall preside over all meetings of the Men’s Club and Men’s Club Board;
c.      Shall appoint all committee chairmen with the advice and consent of the other officers;
d.     Shall work closely with the management of Pendleton Creek GC and the other Associations affiliated with Pendleton Creek GC in executing the affairs of the club and representing the best interest of the Men’s Club membership;
e.     Shall vote only in the event of a tie vote of the other Board members;
 
3.     The Vice President:
a.     Shall perform such duties as shall be assigned to him by the President and shall assume the duties of the President during his absence or disability; 
b.     If the office of President shall become vacant as determined by the Board, the Vice President shall assume the duties of President for the remainder of the term;
c.      Shall oversee the administration of any scholarship award.
 
4.     The Secretary:
a.     Shall record and be custodian of all minutes of meetings of the Men’s Club, the Men’s Club Board and such standing committee meetings as he shall attend;
b.     He shall see to the correspondence of the Men’s Club and the Men’s Club Board and perform all other duties incident to his office or as directed by the Board;
c.      He shall oversee all election processes and shall be responsible for all election materials including  nomination forms and absentee ballots, In the event that the Secretary is a candidate in a general election; then the President shall be responsible for overseeing the election; if both the President and Secretary are candidates in the same general election, then the President shall appoint a Board Member to oversee the election.
 
5.     The Treasurer:
a.     Shall keep the accounts of the Men’s Club, receive and deposit all monies belonging to the Men’s Club;
b.     Pay all bills when due;
c.      He shall prepare a written report for review and approval by the Board members at each Board meeting;
d.     He shall also prepare his books for annual review and approval by the Board at the February meeting;
e.     He shall provide a detailed annual budget based on information obtained from each committee chair and officer at the second (2) meeting of the calendar year;
f.      Any checks to pay a bill that will exceed a budgeted item will require two (2) signatures, the Treasurer and President or Vice President.
 
6.     In the event of death, disability, resignation, or removal from office of any officer other than the President, the President shall with the advice and consent of the Men’s Club Board, appoint a member of the Board to fill the unexpired term of said officer, unless filling of said vacancy is covered elsewhere herein.
 
7.     Term Limits:
a.     The number of terms that the President and Vice President may serve shall be limited to three consecutive terms of one year each in that office.
b.     If a Board Member fills a vacancy in an officer position and more than six months remain in that term; then such person shall be eligible to serve two additional one year terms. If less than six months remain in the term, then such person shall be eligible to serve three additional one year terms.
c.      Any service as an officer prior to the November, 2019 Annual Reorganization Meeting shall not be counted for term limitation purposes.
 
ARTICLE VI
 
Annual Reorganization
 
1.     Shall occur at the end of the last Board meeting of the year which is attended by the outgoing Board and the newly elected members. The outgoing President will conduct and oversee the election by the new members of the new President. The new President will preside over the election of the remaining officers which will be voted on by the new Board. 
 
ARTICLE VII
 
Activities
 
1.     The President shall, at the first meeting of the year, and with the advice and consent of the Board of Directors, nominate the following Chairman:
a.      Awards
b.     Membership
c.      Communication
d.     Tournament
e.     Handicap
f.      Scholarship
g.     Thursday Night League
h.     Split Club
i.       Benevolent
j.       Social
 
 
The Chairman shall, in addition to his specific duties herein enumerated, be responsible to the President and Treasurer in matters of finance and records including developing an annual budget, if required. The Chairman is encouraged to appoint a committee consisting of him and two (2) other Board members.
 
2.     Chairman roles:
 
a)     The Awards Chairman shall be responsible for obtaining and awarding of all prizes for all events of the Men’s Club.  Awards shall be awarded no later than the year-end banquet.
b)     The Membership Chairman shall be responsible for all affairs pertaining to membership of the Men’s Club, collecting and turning over to the Treasurer all dues and fees, and promoting membership in the Men’s Club.
c)     The Communication Chairman shall be responsible for the operation and maintenance of the Men’s Club website, dissemination of all information to promote the Men’s Club to members on the Men’s Club website or by other appropriate media.
d)     The Tournament Chairman shall prepare a tournament schedule for the season, supervise and control all weekly tournament play, verify eligibility of winners with the Handicap Chairman. He shall authorize all weekly awards.
e)     The Handicap Chairman shall be responsible for the review of all member handicaps. He shall make any adjustments required to insure proper posting of all member’s scores. He shall implement USGA rules to the determination of all handicaps. He shall notify the Tournament Chairman any member ineligible for tournament play.
f)      The Scholarship Chairman shall be the Vice President, and he shall represent the Men’s Club in the administration of the Scholarship if the Board authorizes a scholarship to be awarded in any given year.
g)     The Thursday Night Men’s League Chairman shall organize and administer the Thursday Night Men’s League in cooperation with Pendleton Creek GC.
h)     The Split Club Chairman shall organize and administer the Split Club program, oversee the selection of weekly and year end winners. He shall also have the results posted in the locker room and Men’s Club website.
i)       The Benevolent Chairman shall be responsible to act on the behalf of the Men’s Club in expressing sympathy, condolences, get well wishes to club members who have lost a loved one, had surgery, required hospitalization for an illness or other events the Board deems appropriate.
j)       The Social Chairman shall be the liaison between the new and existing Men’s Club members and strive to assimilate new members.
k)     The President may, at his discretion, appoint such Special Events Committee as he may deem necessary to conduct the affairs of the Men’s Club.
 
ARTICLE IX
 
Suggestions and Complaints
 
Any member of the Men’s Club who has a proposed By-Law revision, suggestion or complaint may have it normally brought to the attention of the Board by presenting it in writing to the Secretary or the President.  It will, thereupon, be brought before the Board at its next meeting.  The member making such proposed By-Law revision, suggestion or complaint shall be notified of the time and place of the next meeting and may attend if he so desires.  The Secretary shall notify the member making the proposed By-Law revision, suggestion or complaint of the results of the Board’s action in writing within seven (7) days after the meeting.
 
ARTICLE X
 
Amendments
 
1.     All proposed amendments and revisions to the “By-Laws” of the Men’s Club shall be drawn up by the Board and shall be posted on the Men’s Club website and in the men’s locker room for at least fourteen (14) days prior to a ratification vote.
2.     All proposed amendments and revisions to the By-Laws shall be voted on, up to twice a calendar year, by members in good standing. A majority vote of at least fifty-one percent (51%) of the members in good standing shall be necessary to approve an amendment or revision.
 
ARTICLE XI
 
Use of Income and Dissolution
 
1.     No part of the net earnings of the Men’s Club shall  benefit or be distributed to its members, officers, or other private persons, except that the Men’s Club shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purpose set forth in Article II herein.
2.     Upon dissolution of the Pendleton Creek GC Men’s Club, the officers shall pay or make provision for payment of all of the liabilities of the Pendleton Creek GC Men’s Club.  A meeting of the Board of Directors and members shall be called to determine the disposition of the remaining assets of the Men’s Club exclusively to such organizations which are operated solely for charitable, educational, or scientific purposes and which shall qualify as an exempt organization or organization under section 501(c)(3) of the Internal Revenue Code of 1954  (or corresponding provisions of any future Internal Revenue Code), as provided for by an order of the Supreme Court in the Judicial District in which the Men’s Club is located, and pursuant to section 1008 of the Not-for-Profit Corporation Law of the State of New York.
 
ARTICLE XII
 
Code of Conduct
 
1.     All members of the Men's Club are expected to adhere to the Pendleton Creek Golf Club Rules & Regulations, including the Code of Conduct.
2.     Follow all USGA and local rules and regulations pertaining to golf.
3.     Shall conduct themselves with Integrity, Honesty and Respect.
4.     Shall represent themselves and the Men’s Club in an appropriate manner while participating at other clubs and/or events.
 
A member found in violation of the code of conduct may be expelled from the men’s club and may be recommended to the club for additional disciplinary action.