The purpose of the Cheyenne Country Club (“Club”) shall be the operation and maintenance of a Country Club that provides club facilities for golf, dining, swimming, tennis, and other sports and recreation activities as well as social activities for its members.

Section 1. 

There are eight classes of members, as follows:

*The total number of full, firm, and junior memberships counted together shall not exceed 450 members.

Section 2. Full Members are individuals who have been approved by the Board upon payment of the required dues and fees.

Section 3.  Firm Memberships are held by members whose memberships are sponsored by their employers’ firm or business. 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. Prospective firm members must submit a membership application and be approved by the Board 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 by paying a dormancy fee of $30.00 per month. Such privileges shall terminate at the request of the Firm. The Firm must 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 are available to individuals who apply for membership before their 30^th birthday and who are otherwise qualified under the provisions of these By-Laws. Preference is given to sons and daughters of members and deceased members. A Junior Membership expires five years after the acceptance of the Junior Member into the Club. Upon expiration of the Junior Membership, or at an earlier date if the Junior Member desires, the individual may convert to a Full Membership and pay 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 must complete an application and be approved by the Board. Social Members are entitled to use the Club House, the dining room, bar, tennis/pickleball courts, and the swimming pool. All individuals holding a Social Membership may convert to Junior or Full Membership upon application to and approval by the Board and upon payment of the difference in initiation fee of the Social Membership fee original 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 are persons designated as such by the Board and shall be entitled to privileges of the Club upon such terms and conditions as the Board may determine.

Section 7.  Any membership owned by a married couple is held in joint tenancy. Both individuals are members; however, only one member will be entitled to cast a membership vote.

Every person desiring to become a member of the Club shall apply in writing on such form and providing such information as may be prescribed by the Board.

If a Firm requests that membership privileges be transferred from one individual to another, the individual proposed for membership privileges by the Firm must submit the required application.

A vote of a majority of the Directors is 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, sexual orientation, familial status, or religion.

Section 1.  An annual meeting of members of the Club will be held on the third Thursday of May of each year at the Club House. Notice of such meeting will be given to the membership in writing, via U.S. Mail, email, and/or posted to the Club web site 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 or 2) the written request of members whose votes total 40 or more. The written request must be directed to the Board and state the object of the special meeting. The Board must hold the meeting within 30 days of said request. Notice of special meetings will be given to the membership in writing, via U.S. Mail email, and/or posted to the Club web site delivered not less than ten nor more than thirty days prior to the meeting date. Only the matters described in the notice will be considered at a special meeting.

Section 3. All members in good standing may attend meetings. Each Full Membership and Firm Membership is entitled to one (1) vote, each Junior, Non-Resident (if any), and Social Membership is entitled to one-half vote. Any member entitled to vote may assign his/her proxy to a specific member entitled to vote at such meeting and who is present at the 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 24 hours before the time of the meeting. When the Secretary has certified that the proxy is in good order, the proxy holder has 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. No proxy holding member may hold and vote more than two (2) proxies.

Section 4.  Forty members holding the right to vote shall constitute a quorum to transact business at any membership meeting.

Section 5.  The order of business at all meetings shall be as fixed by the Board. Subject to these Bylaws, any member entitled to vote may request discussion and resolution regarding any issue. Including actions of the Board, policy, debt, expenditures, dues, membership, or any other matter the members 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 may, without membership approval, authorize a change in dues in an amount not to exceed five percent (5%) of the prior years’ dues.

Section 1.  The government, policy, business, and conduct of the Club and the corporation shall be as provided by a Board of Directors, subject to limitations set forth in these By-Laws, and the requirements and directions of members as determined and directed at annual and special meetings.

Section 2. The Board of Directors (“Board”) 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 made by the remaining Directors. The newly appointed Director will serve for the remaining term of the Director whose place he/she took.

Section 3. All committees shall be appointed by the Board. At least one member of a committee shall be a Director.

Section 4. Five Directors shall constitute a quorum at any meeting of the Board. The Board will meet at least monthly. Directors may attend meetings by electronic means.

Section 5. Any member in good standing is eligible to serve upon the Board.

Section 6. The first meeting of a Board following an election shall be held as soon as reasonably possible following the Annual Meeting of Members. The Board will elect officers and appoint members to committees at that meeting and may conduct other business as the Board considers proper.

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.

Section 1. The following officers of the Club will be elected by the Board: President, Vice-President, Secretary, and Treasurer, all of whom must be members of the Board. The Board may elect an Assistant Secretary and an Assistant Treasurer who may be members of any class or a non-member Club employee.

Section 2. The President will:

A. preside over all Board meetings and Member meetings of the Board and all meetings of members. All meetings are conducted according to Robert’s Rules of Orders unless superseded by these By-laws.

B. execute previously authorized contracts and other instruments for and on behalf of the Club;

C. 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;

D. and otherwise 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 will exercise all powers and duties of the President; and perform such other duties assigned by the Board

Section 4. The Secretary will keep a record of the proceedings of the Board and Member meetings; maintain a record of membership; and perform such other duties assigned by the Board.

A. The Assistant Secretary performs the same duties as those of the Secretary in the Secretary’s absence and may be delegated additional duties by the Secretary.

Section 5.  The Treasurer will have custody of all funds of the Club; keep or provide for the keeping of proper books and records of accounts; and prepare, or cause to be prepared, and submitted from time to time as may be directed by the Board, a true financial statement showing the assets, liabilities, receipts, and disbursements of the Club.

A. The Assistant Treasurer performs the same duties as the Treasurer, in the Treasurer’s absence and may be delegated additional duties by the Treasurer.

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:

** Legacy Membership. This Membership is for children of active members who are on their parent’s membership, but due to turning 25 must come off the parent’s membership. The child may become a Legacy Junior Member without paying an initiation fee. The Legacy Junior Member immediately begins paying the Junior Membership dues. This allows our members and their families to continue together as members for generations. The Legacy Junior Member must sign a contract to continue membership for a minimum of 2 years. If the Legacy Junior Member does not fulfill that contract, he/she must pay the prevailing Junior Membership initiation fee.

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 such desired change. Social and Non-Resident (if any) Members who were previously 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 and shall be entitled to Full Membership without payment of any additional fee.

Section 4.  The dues of a member admitted to membership are in effect as of the 1^st 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.

Section 1. Each year, the Board will appoint members and a chair to the following committees. Each committee must have at least one Director as a member.

Section 1.  Whenever a director or officer has a financial interest in any matter coming before the Board of Directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

Section 1. To the fullest extent permitted by Wyoming law, CCC will indemnify its officers and directors, including former officers and directors, from and against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any legal or administrative action or proceeding to which they are a party by reason of serving or having served as a Club officer or director. This indemnification does not apply in cases where the officer or director is finally adjudged to have committed fraud or other intentional tort.