BY-LAWS OF THE LAKEWOOD RESIDENTS CLUB
ARTICLE ONE – ORGANIZATION
- The name of this organization shall be: LAKEWOOD RESIDENTS’ CLUB, hereinafter referred to as “LRC”.
The Lakewood Residents’ Club shall be defined as the property located at 15006 Lakewood Forest Drive, Houston, Texas 77070, including the structures, swimming pool, tennis courts, playground, and pump house. - The organization may at its pleasure by a vote of the membership body change its name. The rules outlining voting in Article 5 shall be applied.
ARTICLE TWO – PURPOSES
This organization has been organized for the following purpose:
Lakewood Residents’ Club (LRC) is a non-profit Corporation organized exclusively for the purpose of owning and operating the LRC facilities for its members’ use.
Lakewood Residents’ Club (LRC) is a non-profit Corporation organized exclusively for the purpose of owning and operating the LRC facilities for its members’ use.
ARTICLE THREE – MEMBERSHIP
Membership in this organization shall be open to all who shall apply and pay such dues and assessments as may be determined to be due by the duly elected Board of Directors (“Board”). However, the Board shall reserve the right to approve or disapprove any applicant for membership and/or the continued memberships of any then member of LRC. The decision of the Board on matters regarding membership and/or continued membership in LRC shall be final.
ARTICLE THREE A – SHAREHOLDERS
Members that purchase at least one membership share shall hereinafter be designated as “Shareholders”. One membership share shall represent an ownership interest in the club facilities including both real and personal property purchased and/or owned by LRC, a non profit Corporation. There are four types of shareholders:
Only individuals who are shareholders that are year round active or social members are eligible to serve on the LRC Board and be voting members. Ownership of a membership share shall not entitle the owner to any distribution of revenues of LRC but it shall entitle each owner of a membership share to a distribution of revenues received upon dissolution of the Corporation after all debts or other financial obligations including costs of dissolution have been paid. However, distribution of revenue to shareholders upon dissolution of LRC shall be in an amount not to exceed the purchase price of each membership share. The shareholders at that time shall vote on a proper donation of the residual amount that will benefit the community.
Shareholders may sell their share(s) to another individual or family at a price agreed to by the parties involved. The shareholder and purchaser are required to inform the LRC Manager of the transaction and provide the name and address of record for the purchaser of the share.
- Year Round Active: owns at least one share and has paid the current fiscal year’s full year membership dues.
- Summer member: owns at least one share and has paid the current fiscal year’s summer membership dues.
- Social member: owns at least one share and has paid the current fiscal year’s social membership dues.
- Inactive: owns at least one share but has not paid annual membership dues.
Only individuals who are shareholders that are year round active or social members are eligible to serve on the LRC Board and be voting members. Ownership of a membership share shall not entitle the owner to any distribution of revenues of LRC but it shall entitle each owner of a membership share to a distribution of revenues received upon dissolution of the Corporation after all debts or other financial obligations including costs of dissolution have been paid. However, distribution of revenue to shareholders upon dissolution of LRC shall be in an amount not to exceed the purchase price of each membership share. The shareholders at that time shall vote on a proper donation of the residual amount that will benefit the community.
Shareholders may sell their share(s) to another individual or family at a price agreed to by the parties involved. The shareholder and purchaser are required to inform the LRC Manager of the transaction and provide the name and address of record for the purchaser of the share.
ARTICLE THREE B - ASSOCIATE MEMBERS
A person or family is considered an Associate of the club by declining to purchase a share, but by paying an annual associates fee. Associates may not serve on the Board or vote. Associates are year round members.
A person or family is considered a Summer Associate of the club by paying a fee for the months of May, June, July and August for use of the facilities. Summer Associates may not serve on the Board or vote.
A person or family is considered a Social Associates of the club by paying a fee for the privilege of attending any social activity held by the club such as Gourmet Club, Ladies Club, holiday parties and children’s parties. Social Associates may not serve on the Board or vote.
A person or family is considered a Summer Associate of the club by paying a fee for the months of May, June, July and August for use of the facilities. Summer Associates may not serve on the Board or vote.
A person or family is considered a Social Associates of the club by paying a fee for the privilege of attending any social activity held by the club such as Gourmet Club, Ladies Club, holiday parties and children’s parties. Social Associates may not serve on the Board or vote.
ARTICLE THREE C - MEMBERSHIP / ADDITIONAL ITEMS
Children of Shareholders or Associate Members are included in the parents’ membership and are not subject to guest fees if the child / young adult is under the age of 27. Children of Shareholders or Associate Members, regardless of their marital status, are not covered by their parents membership and are subject to guest fees if they are 27 years of age or older.
A Member or Associate shall have their membership to the club automatically terminated for non-payment of dues for a period of more than one-hundred twenty (120) days.
A Member or Associate shall have their membership to the club automatically terminated for non-payment of dues for a period of more than one-hundred twenty (120) days.
ARTICLE FOUR – MEETINGS
Annual Shareholders Meeting: The annual shareholders meeting of LRC shall be held once a year, prior to the start of the next fiscal year, May 1st on a specific day determined by the Board. The secretary shall cause to be mailed to every shareholder in good standing at his or her address as it appears in the shareholder roll book of this organization a notice telling the time and place of such annual meeting.
The presence of not less than 20 active individual shareholders shall constitute a quorum and shall be necessary to conduct the business of this organization; however, a lesser number may adjourn the meeting for a period of not more than 4 weeks from the date scheduled by these by-laws, and the secretary shall cause a notice of this re-scheduled meeting to be sent to all shareholders. A quorum as herein-before set forth shall be required at any adjourned meeting.
Special Meetings: Special meetings of this organization may be called by the President when he/she deems it in the best interest of LRC. Notices of such meetings shall be mailed or emailed to all shareholders at their addresses as they appear in the shareholders roll book at least 10 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom called. At the request of 5 members of the Board or 25% of active individual shareholders of LRC, the President shall cause a special meeting to be called, but such request must be made in writing via regular mail or email at least 10 days before the requested scheduled date. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof. The same quorum requirements as the annual Shareholders meeting need to be met to conduct business at a special meeting.
Regular Board of Directors Meetings: Regular meetings of the LRC Board of Directors shall be held as called by the Board. See Article Seven – Board of Directors for requirements for these meetings. The Board of Directors may participate in a Regular or Special meetings through use of conference telephone, email or other electronic means. Participation in such meeting constitutes presence in person at such meeting.
The presence of not less than 20 active individual shareholders shall constitute a quorum and shall be necessary to conduct the business of this organization; however, a lesser number may adjourn the meeting for a period of not more than 4 weeks from the date scheduled by these by-laws, and the secretary shall cause a notice of this re-scheduled meeting to be sent to all shareholders. A quorum as herein-before set forth shall be required at any adjourned meeting.
Special Meetings: Special meetings of this organization may be called by the President when he/she deems it in the best interest of LRC. Notices of such meetings shall be mailed or emailed to all shareholders at their addresses as they appear in the shareholders roll book at least 10 days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting, and by whom called. At the request of 5 members of the Board or 25% of active individual shareholders of LRC, the President shall cause a special meeting to be called, but such request must be made in writing via regular mail or email at least 10 days before the requested scheduled date. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof. The same quorum requirements as the annual Shareholders meeting need to be met to conduct business at a special meeting.
Regular Board of Directors Meetings: Regular meetings of the LRC Board of Directors shall be held as called by the Board. See Article Seven – Board of Directors for requirements for these meetings. The Board of Directors may participate in a Regular or Special meetings through use of conference telephone, email or other electronic means. Participation in such meeting constitutes presence in person at such meeting.
ARTICLE FIVE – VOTING
Voting for election of Board of Directors members will be held at the annual Shareholders Meeting. Board of Directors election ballots will be provided to all shareholders eligible to vote. The number of votes a shareholder has corresponds to the number of shares that a member or member family owns.
Shareholders unable to attend the annual Shareholders meeting can vote by proxy by designating another shareholder in good standing who will be attending the meeting or another designated person to vote their shares as directed on the proxy absentee ballot.
At any regular or special meeting if a majority requests it, any question may be voted upon by using secret ballots in which there is no marking that might indicate the person who cast the ballot. If secret ballots are used, only shareholders shall be provided with ballots and will receive one ballot for each share owned.
At regular Board of Directors meetings, all votes shall be oral. The Board may conduct business and vote on motions electronically. Whoever makes motions electronically must obtain verification of electronic votes.
Shareholders unable to attend the annual Shareholders meeting can vote by proxy by designating another shareholder in good standing who will be attending the meeting or another designated person to vote their shares as directed on the proxy absentee ballot.
At any regular or special meeting if a majority requests it, any question may be voted upon by using secret ballots in which there is no marking that might indicate the person who cast the ballot. If secret ballots are used, only shareholders shall be provided with ballots and will receive one ballot for each share owned.
At regular Board of Directors meetings, all votes shall be oral. The Board may conduct business and vote on motions electronically. Whoever makes motions electronically must obtain verification of electronic votes.
ARTICLE SIX – ORDER OF BUSINESS
- Roll call.
- Call to order and verification of quorum.
- Approval of minutes of the preceding meeting.
- Reports of Committees.
- Reports of Officers, including financial status of LRC.
- Old and unfinished business.
- New business, including election of new Directors.
- Setting the date of the next meeting.
- Adjournments
ARTICLE SEVEN – BOARD OF DIRECTORS
The business of LRC shall be managed by a Board of Directors consisting of a range of no less than 9 and no more than 12 members. The Directors to be chosen for the ensuing year shall be chosen at the annual meeting of LRC, and they shall serve for a term of 3 years.
The Board of Directors shall have the control and management of the affairs and business of LRC. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairperson after due notice to all the Directors of such meeting.
The Board of Directors may limit the number of shares issued by the LRC.
A simple majority of the members of the Board shall constitute a quorum, and the meetings of the Board of Directors shall be held monthly, the date to be determined by the Board. Board meetings are open to shareholders unless otherwise directed by the President to handle matters of a personal nature. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Each Director shall have one vote, and such voting may not be done by proxy. A simple majority of votes cast will be required to carry a motion. All votes shall be oral unless otherwise directed by the President.
Vacancies on the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term. Preference shall be given to those next highest vote getting members who were nominated and voted upon at the preceding annual membership meeting. Such appointed board members may be elected to a second full 3 year term. A limit of 2 consecutive 3 year terms shall exist for any Director.
The President of LRC by virtue of the office shall be chairperson of the Board of Directors. The Board of Directors shall elect from one of their members a President, Vice President, Secretary, and Treasurer. The Vice President shall assume the role of President upon completion of the President’s term as a Board member. Terms of President and Vice President shall be staggered by at least one year to provide continuity.
A Director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any Director. A Director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.
The Board of Directors shall have the control and management of the affairs and business of LRC. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairperson after due notice to all the Directors of such meeting.
The Board of Directors may limit the number of shares issued by the LRC.
A simple majority of the members of the Board shall constitute a quorum, and the meetings of the Board of Directors shall be held monthly, the date to be determined by the Board. Board meetings are open to shareholders unless otherwise directed by the President to handle matters of a personal nature. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary. Each Director shall have one vote, and such voting may not be done by proxy. A simple majority of votes cast will be required to carry a motion. All votes shall be oral unless otherwise directed by the President.
Vacancies on the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the term. Preference shall be given to those next highest vote getting members who were nominated and voted upon at the preceding annual membership meeting. Such appointed board members may be elected to a second full 3 year term. A limit of 2 consecutive 3 year terms shall exist for any Director.
The President of LRC by virtue of the office shall be chairperson of the Board of Directors. The Board of Directors shall elect from one of their members a President, Vice President, Secretary, and Treasurer. The Vice President shall assume the role of President upon completion of the President’s term as a Board member. Terms of President and Vice President shall be staggered by at least one year to provide continuity.
A Director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any Director. A Director may be represented by counsel upon any removal hearing. The Board of Directors shall adopt such rules as it may in its discretion consider necessary for the best interests of the organization, for this hearing.
ARTICLE EIGHT – OFFICERS
Officers of the LRC shall be:
1. President
2. Vice President
3. Secretary
4. Treasurer
The President shall preside at all membership meetings, by virtue of the office be chairperson of the Board of Directors, present at each annual meeting of LRC an annual report of the work of the organization, appoint or cause to have elected all committees, temporary or permanent, see that all books, reports, and certificates as required by law are properly kept or filed, ensure that proper insurance for the facility is maintained, be one of the officers who may sign the checks or drafts of the LRC, and have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice President shall in the event of the absence or inability of the President to exercise his or her office become acting President of LRC with all the rights, privileges, and powers as if he/she had been the duly elected President.
The Secretary shall keep the minutes and records of LRC in appropriate books, post the minutes of the Board of Directors meetings within the LRC facility or on the LRC’s website for membership to read, file any certificate required by any statute, federal or state, give and serve all notices to shareholders of LRC, be the official custodian of the records and sale of LRC shares, present to the shareholders at any meetings any communication addressed to the secretary, submit to the Board of Directors any communications which shall be addressed to the Secretary of LRC, attend to all correspondence of LRC and exercise all duties incident to the office of Secretary. The Secretary shall be assisted in these matters by a salaried office manager who is not a member of the Board of Directors.
The Treasurer shall monitor the care and custody of all monies belonging to LRC, be solely responsible for such monies or securities of LRC, and be one of the officers who shall monitor checks or drafts above a certain amount that has been delegated to the office manager ($500), be one of the officers required to sign checks and drafts above a certain designated amount. Checks and drafts above $1,000 shall require two signatures. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of LRC, and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Treasurer.
Officers shall by virtue of their office be members of the Board of Directors. No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from LRC for duties other than as an officer or director.
1. President
2. Vice President
3. Secretary
4. Treasurer
The President shall preside at all membership meetings, by virtue of the office be chairperson of the Board of Directors, present at each annual meeting of LRC an annual report of the work of the organization, appoint or cause to have elected all committees, temporary or permanent, see that all books, reports, and certificates as required by law are properly kept or filed, ensure that proper insurance for the facility is maintained, be one of the officers who may sign the checks or drafts of the LRC, and have such powers as may be reasonably construed as belonging to the chief executive of any organization.
The Vice President shall in the event of the absence or inability of the President to exercise his or her office become acting President of LRC with all the rights, privileges, and powers as if he/she had been the duly elected President.
The Secretary shall keep the minutes and records of LRC in appropriate books, post the minutes of the Board of Directors meetings within the LRC facility or on the LRC’s website for membership to read, file any certificate required by any statute, federal or state, give and serve all notices to shareholders of LRC, be the official custodian of the records and sale of LRC shares, present to the shareholders at any meetings any communication addressed to the secretary, submit to the Board of Directors any communications which shall be addressed to the Secretary of LRC, attend to all correspondence of LRC and exercise all duties incident to the office of Secretary. The Secretary shall be assisted in these matters by a salaried office manager who is not a member of the Board of Directors.
The Treasurer shall monitor the care and custody of all monies belonging to LRC, be solely responsible for such monies or securities of LRC, and be one of the officers who shall monitor checks or drafts above a certain amount that has been delegated to the office manager ($500), be one of the officers required to sign checks and drafts above a certain designated amount. Checks and drafts above $1,000 shall require two signatures. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. The Treasurer shall render at stated periods as the Board of Directors shall determine a written account of the finances of LRC, and such report shall be physically affixed to the minutes of the Board of Directors of such meeting and shall exercise all duties incident to the office of Treasurer.
Officers shall by virtue of their office be members of the Board of Directors. No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from LRC for duties other than as an officer or director.
ARTICLE NINE – SALARIES
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct of the business of LRC. Board Members shall not receive payment for their service on the Board.
ARTICLE TEN – CONFLICT OF INTEREST
The purpose of this conflict of interest policy is to protect the tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Definitions.
1. Interested Person. Any officer, director, or member of a committee with governing board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (i) An ownership or investment interest in any entity with which the organization has a transaction or arrangement; (ii) A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or (iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Procedures.
1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the officers, directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest. (i) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (ii) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (iii) After exercising due diligence, the governing board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict of Interest Policy. (i) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (ii) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings.
Definitions.
1. Interested Person. Any officer, director, or member of a committee with governing board-delegated powers who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: (i) An ownership or investment interest in any entity with which the organization has a transaction or arrangement; (ii) A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement; or (iii) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. “Compensation” includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Procedures.
1. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the officers, directors and members of committees with governing board-delegated powers who are considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide whether a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest. (i) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (ii) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (iii) After exercising due diligence, the governing board or committee shall determine whether the organization can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (iv) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflict of Interest Policy. (i) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (ii) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines that the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings.
- The minutes of the governing board and all committees with board delegated powers shall contain: (i) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present; and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. (ii) The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the content of the discussion; including any alternatives to the proposed transaction or arrangement; and a record of any votes taken in connection with the proceedings.
ARTICLE ELEVEN – INSURANCE
The corporation shall obtain Directors and Officers Insurance.
ARTICLE TWELVE – COMMITTEES
All committees of this organization shall be appointed and/or approved by the Board of Directors, and their term of office shall be for a period of 1 year. Representatives of such committees (most notably Swim Team and Tennis) shall report out in intervals as determined by the Board of Directors on the wellbeing and special needs of their activities. Financial affairs of such committees shall be kept separate from the books of operating the LRC facility, and it is intended that these committee activities be financially self-sufficient.
ARTICLE THIRTEEN – FISCAL YEAR
The fiscal year for LRC shall be from May of a given year to April 30 of the following year.
ARTICLE FOURTEEN – AMENDMENTS
These by-laws may be altered, amended, repealed, or added to by an affirmative vote of not less than a majority of quorum members voting.
LRC By-Laws revised April 2016