FOLB Bylaws

BYLAWS:  FOLB, INC. AND FOLB FOUNDATION, INC.:

FRIENDS OF LADY BIRD JOHNSON MUNICIPAL GOLF COURSE, INC.

A TEXAS NON PROFIT COPORATION

BYLAWS:  RATIFIED MARCH 9, 2010

REVISED AND AMENDED JANUARY 25, 2011

REVISED AND AMENDED JANUARY 17, 2012

PURPOSE OF THE ORGANIZATION:

GENERAL:

  • To improve and enhance the golf experience at LADY BIRD JOHNSON MUNICIPAL GOLF COURSE for residents and visitors.

BY CITY COUNCIL RESOLUTION:

    • Recommend reasonable and attainable standards and policies to guide and facilitate city of Fredericksburg staff and employees in the further development, operation, and maintenance of Lady Bird Johnson Municipal Golf Course (LBJMGC):
    • Consult with the City Manager and the Director of Parks and Recreation to prioritize capital expenditures and operational initiatives to create maximum value for LBJMGC
    • Conduct a review of golf course operations and subsequently prepare and present the results and recommendation of said review to City Council annually
    • Serve as Ombudsman, limited to local golf-related issues, accepting and considering public and private comments, complaints, suggestions, and/or controversy, and responding to such in keeping with the mission, values, and goals of FOLB, and reporting to the designated agents of the City of Fredericksburg.
    • Investigate and propose for review by City Staff innovative, measurable, and incrementally profitable programs which also extend the e membership and usage of LBJMGC by the general public.  Examples of this include, but are not limited to, Youth Golf Programs, and instructor and municipal golf course operation certification programs.

BYLAWS

ARTICLE ONE:  OFFICES

Section 1.1 Registered office:  The registered office shall be as noted in the articles of incorporation, but may, at a later date, be moved to such other location as designated by the Board of Directors.

ARTICLE TWO:  MEMBERSHIP

Section 2.1 Anyone directly or indirectly involved with and/or interested in golf who supports the mission and vision of the organization

Section 2.2 Membership categories:

Active:  Any person over 18 years of age

Junior:  Any person 17 years or younger

Section 2.3 Dues shall be established by the members at each annual meeting.

Section 2.4 Rights and obligations

Active members in good standing shall be eligible to vote, to serve on the Board of Directors, to serve as an officer or committee chairman and to enjoy all the rights and privileges of the organization.

Junior members shall attend and participate in all meetings and activities of the organization, but shall not be eligible to vote or hold office.

ARTICLE THREE:  GENERAL MEMBERSHIP MEETINGS:

Section 3.1 Place of Meeting:  All General Membership Meetings shall be held in the City of Fredericksburg, Texas

Section 3.2 Annual Meeting:  The annual meeting of the members shall be held each year  in the month prior to the annual Report to City Council as required in the Resolution of March 2, 2009.

Section 3.3 Special Meetings:  Special meetings of the General Membership may be called by the Board of Directors, by the Chairman of the Board, by the President of the Corporation, or by not less than 25% of the Active Members.  Notice shall be as for all General Membership Meetings.

Section 3.4 Notice of Meetings:  Notice of the meeting will be made at least 10 business days in advance, including Public Notice at the Club House, Lady Bird Johnson Municipal Golf Course.

Section 3.5 Quorum:  A majority of the Active Members shall be required for a quorum.  If a quorum is not present, a majority of those Active Members present may vote, to allow general business of the Corporation to be transacted.

Section 3.6 Proxies:  A member may vote either in person or through a proxy executed in writing by the shareholder.  No proxy shall be valid after one year from the date of its execution.

Section 3.7:  Voting:  Each Active Member is entitled to one vote for each matter.

Section 3.8:  Action by Consent:  Any action which may be taken at any meeting of the Active Members may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the Active Members entitled to vote with respect to the subject matter noted.

ARTICLE FOUR:  BOARD OF DIRECTORS

Section 4.1:  Number, election, and term:  :  The Board of Directors shall consist of up to 15 persons.  Directors shall be elected each year at the annual meeting of the Active Members.  The term for each Director shall be 3 years.  One third of the Directors shall be elected each year.  A Director may serve for 3 successive terms. In addition to the Board of Directors elected by the General Membership, the President of each of the organized golf associations (Men’s Golf Association, Ladies Golf Association, and Super Seniors Men’s Golf Association) or his/her representative shall serve as a member of the Board of Directors with all the privileges and responsibilities of the other members of the Board of Directors including the right to vote.

Section 4.2: Powers:  The property and business of the Corporation shall be managed and controlled by the Board of Directors, which shall exercise all the powers of the corporation and do all acts and things as re not, by law, the Articles of Incorporation, or these Bylaws, directed or required to be done or exercised by the Members.

Section 4.3 Meetings: Quorum.  Regular meetings of the Board of Directors shall be held monthly within the City of Fredericksburg on such days and times as shall be fixed from time to time by the Board of Directors.  Notice of such regular meetings must be given in advance by personal correspondence.  A majority of members of the Board shall constitute a quorum for the transaction of business.  Special meetings of the Board may be held at any time within the City of Fredericksburg with 3 days notice upon the call of the Chairman of the Board, the President or by any two Directors.  Directors may vote by proxy or telephone or similar communication system.

Section 4.4: Action of Consent:  Any action which is required to be or may be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all the Directors.

Section 4.5 Resignation and Filling of Vacancies of Directors:  Any Director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, or the President of the Corporation.  Any such resignation shall take effect at the time specified therein, or if no time be specified, upon receipt thereof by the Board of Directors or one of the above e named officers.  Vacancies on the Board and newly created directorships resulting from any increase in the number of directors may be filled by a duly approved resolution of a majority of the Directors then in office.  Any director elected to fill a vacancy or a newly created directorship shall serve until the next election of the Directors by the Active Members

Section4.6 Compensation of Directors. Directors may not receive any compensation or be reimbursed for any expense of attendance at any meeting of the Board of Directors

Section4.7 Committees.  The Board of Directors, by resolution adopted by a majority of the whole Board, may designate such committees a from time t time be necessary.  Members of the Board of Directors may chair or serve such committee.

Section 4.8 Power and duties of the Board of Directors.  The property and business of the corporation shall be controlled and managed by the Board of Directors; however, the Board may delegate duties to the Officers of the Corporation to the full extent allowed by law.

Section 4.9:  Ex-Officio Members.  The following persons shall be designated Ex-officio members of the Board of Directors:  Director of Golf, Head Golf Professional at Lady Bird Johnson Municipal Golf Course, Golf Course Superintendent, Director of the CVB and President of the Chamber of Commerce.  Ex-officio members shall participate in all discussions and have access to all documents of the Board of Directors, but shall not vote.

ARTICLE FIVE:  OFFICERS

Section 5.1 Number, Election and Term.  The officers of the corporation shall be a President, Vice President, Treasurer, and Secretary.  These officers shall be chosen by the Board of Directors.  The Board of Directors may elect such other officers with such titles and duties as it may determine are appropriate.  The term of office shall be two years.

Section 5.2 Removal. Any officer elected or appointed by the board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served.

Section 5.3 Chairman of the Board.  The President, elected by the Board of directors, will also serve as the chairman of the Board shall preside at all meetings of the Members and Directors at which he is present and shall perform such other duties as the Board of Directors or these Bylaws may prescribe.

Section 5.4 President.  In the absence of the Chairman of the Board, the president shall preside at all meetings of the Members and Directors at which he is present.  He shall perform such duties as the Board of Directors may prescribe ad shall see that all orders and resolutions of the Board are carried into effect.

Section 5.5 Vice President. The Vice President shall in the absence or disability of the President perform the duties and exercise the powers of the president, and shall perform such other duties as the Board of Directors or the President may prescribe.

Section 54.6 Secretary. The Secretary shall keep or cause to be kept a record of all meetings of the Members and the board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose.  The Secretary shall give, or cause to be given, notice of all meetings of the Members and Special Meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President.

Section 5.7 Treasurer.  The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and shall perform such other duties as the board of Directors may prescribe.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the Corporation.

ARTICLE SIX:  COMMITTEES

Section 6.1 Committees may be designated by the Board of Directors as needed from time to time.

Section 6.2 Standing Committees

Membership/marketing:  Shall maintain records of all active and junior members, seek future memberships, develop and effect marketing strategies designated by the Board of Directors.

Green:  Shall develop guidelines and standards based upon authoritative sources, such as the USGA, and other golf course management organizations to be recommended to the Director of Parks and/or his agents to further enhance the playability, aesthetics, and value of the golf course and the golf experience.

Club House:  Shall develop guidelines and standards based upon authoritative sources and modern management technology to provide recommendations on best practices for overall management of all club house operations including but not limited to the pro shop, grill, and Cardinal Room.

Nominating:  A committee of 3 members selected by vote of the general membership.  The nominating committee shall submit candidates for all the open positions for the officers and Board of Directors at the appropriate time for election as outlined in these Bylaws

Section 6.3 Committee designation, chairmanship, structure:  The Board of Directors shall reserve the right to add, remove, appoint chairmen and alter committees as required from time to time

ARTICLE SEVEN:  INDEMNIFICATION OF THE DIRECTORS, OFFICERS, AND AGENTS

Section 7.1 Indemnification of the Directors and Officers.  To the fullest extent permitted by the laws of the State of Texas, including future amendments of those laws, the corporation shall indemnify and hold harmless each Director and Officer of the Corporation against any and all claims, liabilities, actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position.  However, the foregoing shall not apply to any breach of such person’s duty of loyalty to the Corporation or its Members, any act or omission by such person not in good faith, or which involves intention misconduct or where such person had reasonable cause to believe his conduct was unlawful, or any transaction from which such person derived any improper personal benefit.

Section 7.2 Determination of Entitlement of Directors and Officers to Indemnification.  The decision concerning whether a Director or Officer seeking indemnification has satisfied the provisions of Section 5.1 shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity, whether or not such majority constitutes a quorum, if there are no Disinterested Directors, of if the Disinterested Directors so direct, by independent legal counsel in a written opinion, or a vote of the Members.

ARTICLE EIGHT:  MISCELLANEOUS

Section 8.1 Amendment of Bylaws.  The Bylaws may be amended by a majority vote of the Members present in person or by proxy at the annual meeting, at a special meetings called for the purpose, or by written consent.  In those instances where the Bylaws explicitly grand the board of Directors the authority to alter such designations as the registered office of the corporation, the total number of directors, action taken by the board shall not be considered an “amendment” of these Bylaws

Section 8.2 Fiscal year of the corporation.  Unless the Board of Directors shall select another date through a duly adopted resolution, the fiscal year of the corporation shall b begin on the first day of January of each year and end on the 31st day of December.

FRIENDS OF LADY BIRD JOHNSON MUNICIPAL GOLF COURSE FOUNDATION, INC.

A WHOLLY OWNED SUBSIDIARY OF FRIENDS OF LADY BIRD JOHNSON MUNICIPAL GOLF COURSE, INC.

A TEXAS NON PROFIT CORPORATION

RATIFIED JANUARY 25, 2011

PURPOSE OF THE ORGANIZATION:

GENERAL:

  • To improve and enhance the golf experience at LADY BIRD JOHNSON MUNICIPAL GOLF COURSE for Juniors, Persons with disabilities, and Seniors
  • Provide educational opportunities for students, graduate students, staff and volunteers in all facets of golf instruction, golf course operations, and golf course management
  • Research and recommend environmentally sound golf course management practices
  • Facilitate interaction with other entities and organizations, public and private, for educational purposes

BY CITY COUNCIL RESOLUTION:

    • Investigate and propose for review by City Staff innovative, measurable, and incrementally profitable programs which also extend the membership and usage of LBJMGC by the general public.  Examples of this include, but are not limited to, Youth Golf Programs, and instructor and municipal golf course operation certification programs.

BYLAWS

ARTICLE ONE:  OFFICES, NON INURNMENT, DISSOLUTION

Section 1.1  Registered office:  The registered office shall be as noted in the articles of incorporation, but may, at a later date, be moved to such other location in the City of Fredericksburg as designated by the Board of Directors.

Section 1.2:  Non inurnment.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the “Purpose of the Organization” hereof.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (2) by a corporation exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2.2:  Dissolution.  Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE TWO:  GENERAL MEMBERSHIP MEETINGS:

Section 2.1 Place of Meeting:  All General Membership Meetings shall be held in the City of Fredericksburg, Texas

Section 2.2 Annual Meeting:  The annual meeting of the members shall be held each year  in the month prior to the annual Report to City Council as required in the Resolution of March 2, 2009.

Section2.3 Special Meetings:  Special meetings of the General Membership may be called by the Board of Directors, by the Chairman of the Board, by the President of the Corporation, or by not less than 25% of the Active Members.  Notice shall be as for all General Membership Meetings.

Section 2.4 Notice of Meetings:  Notice of the meeting will be made at least 10 business days in advance, including Public Notice at the Club House, Lady Bird Johnson Municipal Golf Course.

Section 2.5 Quorum:  A majority of the Active Members shall be required for a quorum.  If a quorum is not present, a majority of those Active Members present may vote, to allow general business of the Corporation to be transacted.

Section 2.6 Proxies:  A member may vote either in person or through a proxy executed in writing by the shareholder.  No proxy shall be valid after one year from the date of its execution.

Section 2.7:  Voting:  Each Active Member is entitled to one vote for each matter.

Section 2.8:  Action by Consent:  Any action which may be taken at any meeting of the Active Members may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by the Active Members entitled to vote with respect to the subject matter noted.

ARTICLE THREE:  BOARD OF DIRECTORS

Section 3.1:  Number, Election, and Term:  The Board of Directors of FOLB will serve as the Board of Directors of FOLB Foundation.  At such time is determined by the Board of Directors, and ratified by the General Membership, the General Membership of FOLB FOUNDATION may elect a Board of Directors specific to FOLB FOUNDATION, which will then assume all the responsibilities and authority for operating FOLB FOUNDATION.

Section 3.2: Powers:  The property and business of the Corporation shall be managed and controlled by the Board of Directors, which shall exercise all the powers of the corporation and do all acts and things as are not, by law, the Articles of Incorporation, or these Bylaws, directed or required to be done or exercised by the Members.

Section3.3 Meetings; Quorum.  Regular meetings of the Board of Directors shall be held quarterly within the City of Fredericksburg on such days and times as shall be fixed from time to time by the Board of Directors.  Notice of such regular meetings must be given in advance by personal correspondence.  A majority of members of the Board shall constitute a quorum for the transaction of business.  Special meetings of the Board may be held at any time within the City of Fredericksburg with 3 days notice upon the call of the Chairman of the Board, the President or by any two Directors.  Directors may vote by proxy or telephone or similar communication system.

Section 3.5: Action of Consent:  Any action which is required to be or may be taken at a meeting of the Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by the Directors.

Section 3.6 Resignation and Filling of Vacancies of Directors:  Any Director may resign at any time by giving written notice of such resignation to the Board of Directors, the Chairman of the Board, or the President of the Corporation.  Any such resignation shall take effect at the time specified therein, or if no time be specified, upon receipt thereof by the Board of Directors or one of the above  named officers.  Vacancies on the Board and newly created directorships resulting from any increase in the number of directors may be filled by a duly approved resolution of a majority of the Directors then in office.  Any director elected to fill a vacancy or a newly created directorship shall serve until the next election of the Directors by the Active Members.

Section3.7 Compensation of Directors.  Directors may not receive any compensation or be reimbursed for any expense of attendance at any meeting of the Board of Directors

Section3.8.Committees.  The Board of Directors, by resolution adopted by a majority of the whole Board, may designate such committees as from time to time become necessary.  Members of the Board of Directors may chair or serve upon such committees.

Section 3.9 Power and duties of the Board of Directors.  The property and business of the corporation shall be controlled and managed by the Board of Directors; however, the Board may delegate duties to the Officers of the Corporation to the full extent allowed by law.

Section 3.10. Ex-officio Members.  There are no ex-officio members of the Board of Directors.

ARTICLE TWO:  MEMBERSHIP

Section 2.1 Anyone directly or indirectly involved with and/or interested in golf who supports the mission and vision of the organization

Section 2.2 Membership categories:

Active:  Any person over 18 years of age

Junior:  Any person 17 years or younger

Section 2.3 Dues shall be determined by the members at the annual meeting, and may, from time to time to be changed.

Section 2.4 Rights and obligations

Active members in good standing shall be eligible to vote, to serve on the Board of Directors, to serve as an officer or committee chairman and to enjoy all the rights and privileges of the organization.

Junior members shall attend and participate in all meetings and activities of the organization, but shall not be eligible to vote or hold office.

ARTICLE FOUR:  OFFICERS

Section 4.1:  Number, Election, and Term.  The duly elected officers of FOLB will also serve as officers of FOLB Foundation.  These officers shall be President, Vice President, Secretary, and Treasurer.  The Board of Directors may elect such other officers with such titles and duties as it may determine are appropriate.  The term of office shall be two years.  At the time that FOLB FOUNDATION elects its own Board of Directors, these Directors shall elect the officers as set forth in the bylaws.

Section 4.2 Removal.  Any officer elected or appointed by the board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the corporation will be served.

Section 4.3 Chairman of the Board.  The President, elected by the Board of Directors, will also serve as the chairman of the Board shall preside at all meetings of the Members and Directors at which he is present and shall perform such other duties as the Board of Directors or these Bylaws may prescribe.

Section 4.4 President.   In the absence of the Chairman of the Board, the President shall preside at all meetings of the Members and Directors at which he is present.  He shall perform such duties as the Board of Directors may prescribe and shall see that all orders and resolutions of the Board are carried into effect.

Section 4.5 Vice President.  The Vice President shall in the absence or disability of the President perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors or the President may prescribe.

Section 4.6 Secretary.  The Secretary shall keep or cause to be kept a record of all meetings of the Members and the Board of Directors and record all votes and the minutes of all proceedings in a book to be kept for that purpose.  The Secretary shall give, or cause to be given, notice of all meetings of the Members and Special Meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President.

Section 4.7   The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all moneys in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and shall perform such other duties as the Board of Directors may prescribe.  The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the Corporation.  Further, the Treasurer will maintain a general ledger and create financial statements as is required specific for FOLB FOUNDATION so that no monies, accounts, assets, or payables of FOLB FOUNDATION will become comingled with the monies, accounts, assets, or payables of FOLB, INC.

ARTICLE FIVE:  COMMITTEES

Section 5.1 Nominating Committee.  The members shall at each annual meeting elect 3 persons in good standing to constitute the Nominating Committee.  The nominating committee shall submit candidates for all open positions for the officers and Board of Directors at the appropriate time for election as outlined in these Bylaws.

Section 5.2 The Board of Directors may designate from time to time such committees as it deems appropriate and necessary.

ARTICLE SIX:  INDEMNIFICATION OF THE DIRECTORS, OFFICERS, AND AGENTS

Section 6.1 Indemnification of the Directors and Officers.  To the fullest extent permitted by the laws of the State of Texas, including future amendments of those laws, the Corporation shall indemnify and hold harmless each Director and Officer of the Corporation against any and all claims, liabilities, actually and reasonably incurred and arising from any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position.  However, the foregoing shall not apply to any breach of such person’s duty of loyalty to the Corporation or its Members, any act or omission by such person not in good faith, or which involves intention misconduct or where such person had reasonable cause to believe his conduct was unlawful, or any transaction from which such person derived any improper personal benefit.

Section 6.2 Determination of Entitlement of Directors and Officers to Indemnification.  The decision concerning whether a Director or Officer seeking indemnification has satisfied the provisions of Section 5.1 shall be made by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to the action, suit, or proceeding giving rise to the claim for indemnity, whether or not such majority constitutes a quorum.  If there are no Disinterested Directors, of if the Disinterested Directors so direct, this Determination of Entitlement may be requested of independent legal counsel in a written opinion, or a vote of the Members.

ARTICLE SEVEN:  MISCELLANEOUS

Section7.1 Amendment of Bylaws.  The Bylaws may be amended by a majority vote of the Members present in person or by proxy at the annual meeting, at a special meeting called for the purpose, or by written consent.  In those instances where the Bylaws explicitly grant the Board of Directors the authority to alter such designations as the registered office of the corporation, and the total number of directors, such action taken by the Board shall not be considered an “amendment” of these Bylaws

Section 7.2 Fiscal year of the Corporation.  The fiscal year of the corporation shall begin on the first day of January of each year and end on the 31st day of December.

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