BY-LAWS OF CHEYENNE COUNTRY CLUB
 
ARTICLE I – PURPOSE
The purpose of the Cheyenne Country Club shall be the operation and maintenance of a Country Club to provide club and dining facilities and facilities for golf, swimming, tennis, and other sports and to promote and conduct other recreational and social
activities for its members.
 
 
ARTICLE II – CLASSES OF MEMBERSHIP
Section 1.  There shall be eight classes of membership, composed of men and women as herein specifically limited:
Class                                                                                              Limit
1.  Full Membership .................................................................. 480 Members*   
2.  Firm Membership ................................................................. (included in full limit)
3.  Junior Membership ............................................................... (included in full limit)
4.  Social Membership ............................................................... No Limit
5.  Non-Resident Membership (No longer available) ...................... N/A
6.  Surviving Spouse Membership (No longer available) ................ N/A
7.  Honorary Membership ........................................................... 21
8.  Dormant/Inactive Membership ............................................... No Limit
 
*The total number of full, firm, and junior memberships counted together shall not exceed 480 members.
 
Section 2.  Full Members shall be individuals who have been approved by the Directors upon payment of the required dues and fees.
 
Section 3.  Firm Memberships are held by members whose memberships are sponsored by their employers’ firm.  The Firm designates those individuals who shall hold such memberships.  Those individuals are entitled to the privileges and are subject to the responsibilities of Full Membership after first submitting a membership application and obtaining approval by the Board of Directors pursuant to Article III.  If the Firm
withdraws a membership from a designated individual, the individual’s right to enjoy membership privileges expires immediately.  A Firm may deactivate the privileges afforded to an individual under a Firm Membership for not more than twelve months by paying a dormancy fee of $30.00 per month.  Such privileges shall terminate and no longer be activated under the Firm Membership at the earlier of: 1) expiration of such twelve month period, or 2) at the request of the Firm. During the dormancy period, the Firm may reactivate the Membership Privileges attributable to the dormant membership by resuming payment of dues and assessments.  The Firm shall pay a transfer fee of $300.00 at such time as a Membership Privilege is assigned to another designated
individual. The membership privileges afforded under a Firm Membership for any
individual may be allowed to be dormant only once, irrespective of the length of the dormant period.
Surviving spouse memberships in existence as of the date of the adoption of these By-Laws shall continue to be entitled to the privileges and subject to the obligations of such membership which existed prior to February 3, 1994, until such membership is terminated.
 
 
Section 4.  Junior Memberships shall be available to individuals who apply for
membership before their 30th birthday and who are otherwise qualified under the
provisions of these By-Laws. Preference shall be given to sons and daughters of
members and deceased members. A Junior Membership shall expire five years after the initiation of the Junior Member into the Club, or on the first day of the month following their 35th birthday, whichever occurs first. Upon expiration of the Junior Membership, or at an earlier date if the Junior Member desires, the individual may convert to a Full Membership by paying the difference between the initiation fee of the Junior
Membership fee originally paid and the original Full Membership fee which was in effect at the time the Junior Membership was granted, and paying the current dues for Full Membership in effect after the conversion date. Junior Members are entitled to vote as set forth in Article V. Section 3 of these By-Laws
 
Section 5.  Social Members shall be individuals  approved by the Directors as a Social Member and shall be entitled to Club House privileges of the dining room, bar, tennis court, and swimming pool. All individuals holding a Social Membership may convert to Junior or Full Membership upon application to and approval by the Directors and upon payment of the difference in initiation fee of the Social Membership fee originally paid and the Membership fee for the Junior or Full Membership, as applicable, in effect at the time of conversion, and paying the current dues for the Junior or Full
Membership, as applicable, in effect after the conversion date. Social Members are entitled to vote as set forth in Article V. Section 3 of the By-Laws.
 
Section 6.  Honorary Members shall be persons designated as such by the Directors, and shall be entitled to privileges of the Club upon such terms and conditions as the Board of Directors may from time to time determine.
 
Section 7.  Any membership shall be held in joint tenancy if owned by a husband and wife.  Both spouses shall be members; however, only one spouse shall be entitled to cast such membership vote.
 
 
ARTICLE III – MEMBERSHIP PRIVILEGES
Section 1.  Full Members, Firm Members, Non-Resident Members (if any), and Junior Members shall be entitled to the full use and privileges of the Club House and all other facilities of the Club. Social Members shall be entitled to Club House, Tennis, and Swimming Pool privileges only.  The families of members and a guest of any unmarried member may enjoy all Club privileges of the member.  The word “families” includes unmarried children of members under the age of 21 and dependent children under the age of 25 who are full-time students.  Such Club privileges for student dependents shall be extended from September 1 to August 31 of the following year; the Club privileges of a student dependent who graduates shall terminate on August 31 of the year of graduation.  A member's child who is coming off the account due to age restriction in that current year will be entitled to an initiation-free membership of Junior Membership or Social Membership with a two year minimum membership commitment.  All memberships will comply with the normal membership obligations as set forth in Article II (Class of Membership).
 
The word “guest” includes only one person of the opposite sex accompanied by the unmarried member while using the Club privileges of said member.
 
Section 2.  In the event of divorce the member who shall be the owner of such membership after the divorce shall be designated by written notification to the Board of
Directors.
 
Section 3.  Inactive Membership may be elected by a Full Member who is unable to fully enjoy the facilities of the Club by reason of poor health.  Application shall be made to the Board of Directors, and upon their approval, the member’s status shall be classified as Inactive Membership. Upon application for restoration to active membership, Full
Membership shall be restored as soon as a full membership may become available,
without imposition of any fee for such restoration.  While an inactive member, neither the member nor member’s spouse or children shall have privileges to use any of the facilities of the Club.
 
ARTICLE IV – ELECTION OF MEMBERS
Every person desiring to become a member of the Cheyenne Country Club shall make application in writing on such form and providing such information as may be prescribed from time to time by the Board of Directors.
 
If a Firm requests that membership privileges be transferred from one individual to another, the individual proposed for membership privileges by the Firm shall make the required application.
 
A vote of a majority of the Directors shall be necessary to admit an applicant to
membership.
 
No person shall be denied membership in the Cheyenne Country Club due to national origin, handicap, age, sex, race, familial status, or religion.
 
ARTICLE V – MEETING OF MEMBERS
Section 1.  An annual meeting of members of the Club shall be held in May of each year at the Club House.  Notice of such meeting shall be given to each member, in writing, delivered not less than ten nor more than thirty days prior to the meeting date.
 
Section 2.  Special meetings will be held upon: 1) the order of the Board of Directors or 2) the written request of members whose votes total 40 or more.  The written
request must be directed to the Board of Directors and state the object of the special
meeting. The Board of Directors shall hold the meeting within 30 days of said
request. Notice of special meeting shall be given by a written notice stating the time and purpose of the meeting and delivered to all members in good standing by U.S. mail, email or other means authorized by law, 72  hours before the time of the
meeting.  Only the matters described in the notice shall be considered at a special meeting.
 
Section 3. All members in good standing may attend meetings. Each Full
Membership and Firm Membership shall be entitled to one (1) vote; and each Junior,
Non-Resident (if any), and Social Member shall be entitled to one-half vote; upon all matters to come before the membership. Any membership entitled to vote may
assign his/her proxy to a specific member entitled to vote at such meeting. Such proxies must be on the official proxy form available at the Club office.  For any
person to represent a voting membership by proxy, such person must submit the proxy form to the Secretary of the Board of Directors for examination at least 48 hours before the time of the meeting.  When the Secretary has certified that the proxy is in good order, the proxy holder shall have the right to cast the vote of such
membership and have such membership vote counted for the purpose of
establishment of a quorum and any action taken.
 
Section 4.  Members in good standing who hold at least 40 votes constitute a quorum to transact business at any meeting
 
Section 5.  The order of business at all meetings shall be as fixed by the Board of
Directors, but members entitled to vote may, at any annual meeting, request discussions and resolutions upon the actions of the Board, policy, debt, expenditures, dues,
membership, and any other matter the members present consider relevant.
 
Section 6.  Any  proposed increases in membership dues require only a majority vote from the membership in attendance at any annual or special meeting.  The Board of Directors may, without membership approval, authorize a change in dues in an amount not to exceed five percent (5%) of the prior year’s dues once in any 12-month period.
 
ARTICLE VI – DIRECTORS
Section 1.  The government, policy, business, and conduct of the Club and the
corporation shall be as provided by a Board of Nine (9) Directors, subject to limitations set forth in these By-Laws and the requirements and directions of members as
determined and directed by the members at annual and special meetings.
 
Section 2.  The Board of Directors shall consist of nine (9) members, comprised of not less than six (6) Full Members. Three (3) members of the Board shall be elected at each annual meeting of the membership.  Each director shall serve a term of three (3) years.  Vacancies upon the Board shall be filled by appointment of the then remaining
Directors and the Director appointed shall serve for the remaining term of the Director whose place he or she took.
 
Section 3.  All committees shall be appointed by the Board of Directors and at least one (1) member of a committee shall be a Director.
 
Section 4.  Five (5) Directors shall constitute a quorum at any meeting of the Board.  The Board shall meet at least monthly.
 
Section 5.  Any member in good standing is eligible to serve upon the Board.
 
Section 6.  The first meeting of a Board of Directors following an election shall be held as soon as reasonably possible following the Annual Meeting of Members.  Officers shall be elected by the Board at that meeting and committees named and such other business as the Board considerers proper shall be undertaken.
 
Section 7.  Any rule change proposed by the Board of Directors will not be approved until a minimum of 30 days after the proposed change is introduced.
 
ARTICLE VII – OFFICERS
Section 1.  The officers of the Club shall be elected by the Board of Directors and shall be:  a President, a Vice-President, a Secretary, and a Treasurer, all of whom shall be members of the Board of Directors; and Assistant Secretary and an Assistant Treasurer may be selected from members of any class, or be a non-member employee if the Board elects such Assistants.
 
Section 2.  The President shall preside at all meetings of the Board and all meetings of members.  He or she shall execute for and on behalf of the Club, when duly authorized, contracts and other instruments of the Club; shall make a report of the activities of the Club during the past year at the Annual Meeting of Members and also make such recommendations as he or she desires for the consideration of members at that meeting; and shall perform the duties usually pertaining to that office.
 
Section 3.  The Vice-President in case of death, absence, or inability to act of the President shall exercise all powers and duties of the President; and perform such other duties required by the Board of Directors.
 
Section 4.  The Secretary shall keep a record of the proceedings of the meetings of the Directors and of the members; maintain a record of membership; and perform such other duties required by the Board of Directors.
 
The duties of the Assistant Secretary shall be the same as those of the Secretary in the Secretary’s absence, and he or she shall perform such other duties as may be required by the Board of Directors.
 
Section 5.  The Treasurer shall have custody of all funds of the Club; keep, or provide for the keeping, of proper books and records of accounts; shall prepare, or cause to be prepared, and submitted from time to time as may be directed by the Board of Directors, a true financial statement showing the assets, liabilities, receipts, and disbursements of the Club.
 
The duties of the Assistant Treasurer shall be the same as those of the Treasurer, in the Treasurer’s absence, and he or she shall perform such other duties as may be required by the Board of Directors.
 
ARTICLE VIII – INITIATION FEES AND DUES
Section 1.  The initiation fees, dues and capital improvement assessments in effect as of the date of adoption of these By-Laws for various classes of memberships are as follows:
Type of Membership                             New Member                    Monthly         Capital
                                                                    Initiation Fee                    Dues           Improvement

 
1.  Full Membership .................................$5,500.00                          $254.00           $25.00
2.  Firm Membership
   First Member........................................... $5,500.00                          $254.00           $25.00
   Each Additional Member..........................$4,900.00                          $254.00           $25.00
   Dormant Membership..................................... N/A                             $30.00             $0.00
   Transfer Fee .............................................$300.00                                 N/A .           N/A.
3.  Surviving Spouse Membership.................. N/A.                              $137.50           $12.50
4.  Junior Membership................................ $2,750.00                          $218.00           $20.00
5.  Non-Resident Membership .........................N/A.                             $194.00           $16.88
6. Social Membership................................. $1,650.00                           $137.50           $12.50
7. Inactive Membership................................... N/A.                               $30.00            $0.00
 
 
Section 2.  The monthly dues of each member and current Club charges as billed are due on or before the first day of each month and become delinquent 30 days thereafter.  All special assessments are due on the first day of the month following the month in which they are levied and become delinquent 30 days thereafter unless otherwise specified in the action in which such assessment was approved.  All payments made to the Club by members are first credited to dues and assessments owing and then to Club charges incurred.  The Board of Directors may by resolution impose a finance charge up to the maximum permitted by law on all delinquent accounts.
 
Section 3.    Full Members may convert their membership to a Social Membership by giving notice to the Board of Directors of such desired change.  Social and Non-Resident (if any) Members who shall have previously been Full Members may reapply once during their membership tenure to the Board of Directors for Full Membership and no  initiation fee shall be required if Full Membership is restored within two years after the member was last considered a Full Member.  A surviving spouse may become a Full Member by notifying the Board of Directors, and shall be entitled to Full Membership without payment of any additional fee.
 
Section 4.  The dues of a member admitted to membership shall be in effect as of the 1st day of the month following admission by the Board.
 
Section 5.  The Club may, at the discretion of the Board of Directors, provide financing for a portion of a new member’s initiation fee, under such interest rate and terms as the Board may establish from time to time.  In the event that the Board elects to permit the financing of a portion of a new member’s initiation fee, such new member shall be required to sign a promissory note evidencing the repayment obligation.
 
Section 6. The Board of Directors may, from time to time, offer incentives to prospective members for increasing the membership and promoting financial well-being of the Club.
 
 
ARTICLE IX – SUSPENSION AND EXPULSION OF MEMBERS
Section 1.  A member may be reprimanded, suspended, asked to resign or expelled from the Club and his membership forfeited for any of the following reasons:
1. Nonpayment of dues or other obligation owed to the Club when due.
2. Violation of any Club rules.
3. Conduct deemed prejudicial or contrary to the well-being and general welfare of the Club, its members, or its employees.
 
Section 2.  Action to expel a member may be instituted by the Board of Directors or by the written complaint of any member of the Club.  The member complained against shall be given ten (10) days’ notice, in writing, of the charges, as well as the time and place of hearing the complaint, and the member’s denials or explanations.  The decision of the Board shall be final.
 
ARTICLE X – COMMITTEES, CLUB DEBT, AMENDMENTS
 
Section 1.  The Board of Directors shall each year name the members and chairman of a Golf Committee composed of Resident and Resident Firm Members; a Club House Committee and at least one member of which shall be a Social Member if available; a Finance Committee of which the President and the Treasurer and Assistant Treasurer (if any) shall be members, charged with close and careful supervision of expenditures and determining whether or not services and materials have been furnished as agreed and employees are competent, and with prevention of waste and extravagance.  The Board shall create and name the members of such other committees as the Board considers needed.
 
Committees shall in all matters, be subject to the control and authority of the Board, and shall prepare for the Board’s consideration, rules governing use of the golf course, club house, pool, and other facilities, entertainment of guests, behavior of members while using club facilities, payment for beverages and food, green fees, use of facilities by organizations, and any other use or conduct the Board considers should be governed by posted rules.  Rules, when adopted by the Board, shall be posted and a copy provided to all members and shall bind and control all members from such time that notice is given or posted.
 
Section 2.  The Directors shall not cause, create or permit the creation of a debt in excess of $200,000.00 nor create any lien upon Club property, nor agree to pay for any goods, services, or property that shall not be paid from the revenue received by the Club during the calendar year in which the agreement was made, without first obtaining the approval and consent of the members at any Membership Meeting
 
Section 3.  These By-Laws may be amended at any Membership Meeting called for that purpose by a vote of two-thirds of the votes in attendance in person or by proxy.
 
Section 4.  The Club shall indemnify each Director and each officer, his or her heirs, executors, and administrators against expenses reasonably incurred or liability incurred by him or her in connection with any action, suit, or proceeding to which he or she may be made a party by reasons of his or her being or having been a Director or officer of the Club, except in relation to matters as to which he or she shall be finally adjudged in such action, suit, or proceeding to be liable for fraud or misconduct.  In the event of a settlement before or after action or suit, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Club is advised by counsel that the person to be indemnified was not guilty of such fraud or misconduct.
 
The foregoing amendments to the By-Laws of the Cheyenne Country Club were duly adopted by a quorum of the membership at meetings held and noticed for such purpose through the 14th day of May 2009.
 
___________________________
Secretary