RIVERVIEW COUNTRY CLUB
RESTATED ARTICLES OF INCORPORATION
AND BY-LAWS
The following are Restated Articles of Incorporation and By-Laws of Riverview Country Club adopted at the annual meeting November 22, 1966, and Revised By-Laws Articles IV and IX adopted November 16, 1972, and Revised Articles of Incorporation and Revised By-Laws adopted on November 16, 1982, and Revised By-Laws adopted on November 20, 1985.
RESTATED ARTICLES OF INCORPORATION
The following Restate Articles of Incorporation duly adopted pursuant to the authority and provisions of Chapter 181 of the Wisconsin Statutes supersede and take the place of the existing Articles of Incorporation and amendments thereto:
ARTICLE I
The name of the corporation shall be Riverview Country Club.
ARTICLE II
The period of existence shall be perpetual.
ARTICLE III
The purpose of the Club shall be the promotion of the game of golf and other outdoor sports, the social enjoyment of its members, the acquiring, owning, and maintaining of a clubhouse and appropriate grounds in connection therewith within or near the City of Appleton, Wisconsin, and the making of any contracts and the doing of all such other acts, not contrary to law, as may become necessary or desirable for the full enjoyment and the execution of the aforesaid purpose.
ARTICLE IV
Location of the principle office shall be 1201 South Oneida Street, Appleton, Wisconsin.
ARTICLE V
The registered agent of the corporation is the Corporate Secretary.
ARTICLE VI
The address of the present registered agent is 1201 South Oneida Street, Appleton, Wisconsin.
ARTICLE VII
The number of directors may be fixed by the By-Laws of the corporation, but shall not be less than three.
ARTICLE VIII
A. The corporation shall have members. The By-Laws of the corporation shall provide for one or more classes of members, the designation of such class or classes, and the qualifications, rights and methods of acceptance of members of each class, as well as the manner of expelling a member.
- Membership shall be terminated by death, voluntary withdrawal or expulsion and thereafter all the rights of the member in the corporation or in its property shall cease.
- The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the By-Laws of the corporation.
ARTICLE IX
The Riverview Country Club shall have no capital stock, and no dividends or pecuniary profits shall be declared or paid to the members thereof.
ARTICLE X
These Articles shall be amended or repealed only by a two-thirds vote of the voting members present, in person, or by written proxy, at regular or special meetings of the membership.
ARTICLE XI
None of the real estate of the Riverview Country Club shall be sold, mortgaged or leased, except by an affirmative vote of two-thirds of all of the voting members present, in person or by proxy, at a regular or specially called meeting. Written notice of any intended sale, mortgage or lease of real estate shall be deposited in the mail addressed to each club member at his address as shown on the books of the corporation at least five days in advance of any regular or special meeting.
REVISED BY-LAWS OF RIVERVIEW COUNTRY CLUB
Article I
MEETINGS
Section 1. Annual Meeting – The annual meeting will be held within 90 days of the close of the Club’s fiscal year on a date determined by the Board of Directors.
Section 2. Notice of Annual Meetings – Written or printed notices of the annual meeting of the Club and of the time and place of holding the meeting shall be mailed to each voting member at least five days prior to the meeting.
Section 3. Special Meetings – Special meetings of the members may be called by the President at any time he may deem it advisable to do so, and he shall call such a special meeting when requested by a majority of the Board of Directors or by the written request of ten or more voting members of the Club.
Section 4. Notice of Special Meetings – Notice of the time and place of special meetings, stating the object of the meeting or meetings, shall be mailed to each voting member at least five days before each special meeting, and at such meeting no business shall be transacted except that which relates to the subject or subjects stated in the notice.
Section 5. Quorum – At all meetings of the membership twenty-five percent of the voting members shall constitute a quorum for the transaction of any and all business.
Article II
BOARD OF DIRECTORS
Section 1. Club Management – The management of the Club and the conduct of its business shall be entrusted to, and shall be under the exclusive control of a Board of Directors.
Section 2. Number and Personnel of Directors and Length of Terms – The Board of Directors shall consist of eleven members unless the office of Secretary and Treasurer are combined as permitted by these By-Laws in which case the Board of Directors shall consist of ten members. Only members classified as senior, regular, special social, or junior shall be eligible to serve on the Board of Directors. However, in no event shall more than three junior members be permitted to serve on the Board at any one time.
The President, Vice-President, Secretary and Treasurer and the immediate past President of the Club shall be ex officio members of the Board of Directors; the remaining members shall hold office for a term of three years, two whom shall be elected at each annual meeting of the Club. A member of the Board may be elected to an office, in which case, at the same meeting, a Club member shall be elected as Director to fill the unexpired term of the member of the Board who was an elected officer. There shall also be elected at each annual meeting any Director or Directors necessary to fill the position of Directors to fill vacancies. No Director shall succeed himself more than once except this restriction does not apply where an individual is an ex officio member of the Board of Directors.
Section 3. Officers of the Board of Directors – The President and the Secretary of the club shall be ex officio President and Secretary respectively of the Board of Directors.
Section 4. Vacancies – The Board of Directors shall have the power at all times to fill the vacancies in its own membership, or in any office, occasioned by the death, resignation, or removal of a member, the person so elected to hold office until the next annual meeting of the Club and until his successor shall have been elected.
Section 5. Persons Eligible – Only voting members shall be eligible to membership on the Board of Directors.
Section 6. Nominations – Nominations of officers and members of the Board of Directors shall be made by a Nominating Committee who, fifteen days before the date of the Annual Meeting, shall submit to the Secretary the name of one person for President, one person for Vice-President, one person for Secretary and one person for Treasurer and the names of such number of persons for Directors as are to be elected. The Secretary shall thereupon immediately mail a list of all said names to all resident members of the Club. But, if ten or more voting members not less than one day before the date of the Annual Meeting shall submit to the Secretary of the Club the name of a candidate for any office or membership on the Board of Directors, such person shall be voted upon as if submitted by the Nominating Committee.
Section 7. Duties and Powers – The duties and powers of the Board of Directors shall be as follows:
- It shall have general charge of the business affairs and policies of the Club;
- It shall have power to levy an assessment or assessments against the members of the Club to defray the running expenses of the Club or for any other lawful purpose;
- It shall authorize or provide for the authorization of all disbursements;
- It shall determine the time and manner in which dues shall be paid;
- It shall have the power to elect and expel all members and to fill any vacancy occurring in any office or in its own membership.
- It shall have power to appoint from the members of the Club all standing and special committees and to prescribe the duties of each.
Section 8. Regular Meetings – Regular meetings of the Board of Directors shall be held once a month and at such time and place as the Board shall determine.
Section 9. Special Meetings – Special meetings of the Board of Directors may be called at any time by the President, and shall be called by him upon the written request of any three members of the Board. Notice of such special meetings shall be given by the Secretary either personally, or by mail, to all members of the Board at least twenty-four hours before such meeting.
Section 10. Quorum – At all meetings of the Board of Directors, a majority of the members of the Board shall constitute a quorum for the transaction of any and all business.
Section 11. Removal of Directors and Officers – An officer or director may be removed by a majority vote of the members at a regular or special meeting and by the Board of Directors by a resolution passed by a vote of not less than three-fourths of the members of the Board.
Section 12. Board of counselors – There shall be a committee to be known as the Board of Counselors. It shall be advisory to the Board of Directors in regard to the development, stewardship, and conservation of the Club’s assets and in general shall have the following powers and duties:
- Accumulate files of former long-range planning committees; keep adequate maps; floor plans; minutes; etc.
- Acquire familiarity with real estate and other holdings of the Club;
- Obtain up-to-date land survey and keep it current;
- Review golf course layout and suggest improvements;
- Recommend plan for platting lands not required for golf course;
- Suggest landscaping and drainage arrangements;
- Recommend building restrictions and policy for sale of lands;
- Maintain liaison with Municipal and Taxing authorities;
- Suggest changes, additions and measurers to increase functional value of physical plant;
- Develop long-range plans for Clubhouse and Golf Course.
The Board shall be compose of the last five past president’s. As each president’s presidential term expires, he shall automatically become a member for a five-year term and shall be automatically retired without right of reelection on the expiration of said term.
Vacancies on the Board shall be filled by the President with the consent of the Board of Directors. The appointee shall fill out the unexpired term on his or her predecessor.
The Secretary of the Club shall also act as the Secretary of the Board and be custodian of its records.
The Board of Counselors shall report as requested by the Board of Directors.
Article III
OFFICERS
Section 1. General Officers – The general officers of the Riverview Country Club shall consist of a President, a Vice-President, a Secretary and a Treasurer.
Section 2. Election and Terms of Officers – The President, Vice-President, Secretary and Treasurer shall be elected from the voting members of the Club at its Annual Meeting each year. The officers shall hold office until the next Annual Meeting of the Club and until their successors shall be elected, unless earlier removed as provided by these By-Laws.
Section 3. The President – It shall be the duty of the President to preside at all meetings of the Club and of the Board of Directors at which he is present, to sign all certificates of membership and all deeds, conveyances, or other instruments required by law to be executed under seal, and to perform such other duties as may from time to time be prescribed or granted him by the Board of Directors or the Club.
Section 4. The Vice-President – It shall be the duty of the Vice-President, in the absence or because of the inability of the President, to perform the duties and to exercise the powers of the President.
Section 5. The Secretary – It shall be the duty of the Secretary to keep a record of all meetings of the Club and of the Board of Directors; to have custody of the Club Seal; to affix the Seal to all instruments required to be executed under Seal; to countersign all certificates of membership and all deeds, conveyances and other instruments required by law to be executed under Seal; and to generally perform all the duties usual to the office of Secretary.
Section 6. The Treasurer – It shall be the duty of the Treasurer to receive and disburse all monies of the Club as prescribed by the Board of Directors; to keep accurate account of all financial transactions of the Club; to make reports to the Club and to the Board of Directors at such time and in such manner as the Board of Directors may require; and to generally perform all the duties usual to the office of Treasurer.
Section 7. – The offices of Secretary and Treasurer may both be held by one person.
Article IV
MEMBERS AND MEMBERSHIPS
- Classifications of Members:
Section 1. There shall be the following classes of members in the club:
- Regular Members
- Senior Members
- Special Members
- Junior Members
- Social Members
- Limited Members
Section 2. Regular members shall be those who are duly elected to membership by the Board of Directors and each shall be entitled to one vote. The unmarried children of Regular Members who are under the age of 25 years, and residing with their parent members, shall be entitled to the privileges of the Club and grounds without the right to vote or hold office.
Section 3. Senior members may be individuals at least 65 years of age who have been continuous Regular Members of the Club for 25 years or more and who have been duly elected to their membership classification by the Board of Directors. They shall be entitled to the privileges of the Club and grounds with the right to vote and hold office.
The unmarried children of Senior Members who are under the age of 25 years, and residing with their parent members, shall be entitled to the privileges of the Club and grounds without the right to vote or hold office.
Section 4. A Special Membership entitles the Special Member and the unmarried children under the age of 25 years, and residing with their parent members, to the privileges of the Club and grounds without the right to vote or hold office.
Special Members may be:
- Non-residents, by whom is meant any person whose residence is outside a circle with a radius of 75-miles centering from the Riverview Country Club.
- Honorary Members
Section 5. A Junior Member may be individuals at least 18 and not more than 34 years of age. Junior Members shall become Regular Members on January 1 following the head of the household’s attainment of age 34. A Junior Membership entitles the Junior member and the unmarried children under the age of 25, and residing with their parent members, to the privileges of the Club and grounds. Each Junior Member shall be entitled to have (1/2) one-half of one vote and hold office in accordance with the Articles of Incorporation and other By-Laws.
Section 6.
- Social Members shall be two classes (1) Social Members and (2) Special Social Members.
- Social Members shall be new members on and after January 1, 1973, who are duly elected to their membership classification by the Board of Directors. They shall be entitled to the privileges of the Clubhouse and Swimming Pool, without the right to vote or hold office. They may play golf a maximum of three times during the golfing season, with payment of greens fees.
- Special Social Members shall be individuals who have been Regular Members on or before December 31, 1972, and individuals who become Regular Members on or after January 1, 1973, and who remain Regular Members for at least five full consecutive calendar years, who make application to the Board of Directors for transfer to and meet the requirements of the Special Social Membership. All applications shall be subject to the approval of the Board of Directors.
As a condition to an application for Special Social Membership the Regular Member shall be directly responsible for a new member, on or after January 1, 1973, applying for and being accepted as a Regular, or Social (excluding Special Social) or Junior Member of the Club. The Board of Directors may at any time eliminate the requirement of a Regular Member being responsible for the application of and acceptance by the Club of a new Regular, Social or Junior Member. If the requirement is eliminated by the Board of Directors, a Regular Member otherwise meeting the requirements of this section may transfer to Special Social Membership upon their application being approved by the Board of Directors. The Board of Directors may also terminate the right of the Regular Membership to transfer to the Special Social Membership providing that thirty days written notice in advance is given to each Regular Member of the Club. A qualifying Regular Member shall have the privilege of applying for transfer from Regular Membership to Special Social Membership during such a thirty-day period.
Special Social Members shall be entitled to he privileges of the Clubhouse and the Swimming Pool with the right to vote and hold office. They must play golf a maximum of three times during the golfing season, with payment of greens fees.
D. The unmarried children of all Special Social & Social Members under the age of 25, and residing with their parent members, shall be entitled to the privileges of the Clubhouse and Swimming Pool without the right to vote or hold office. In addition, their children of junior age, may participate in the junior golf program on junior golf days only.
Section 7. The requirements for a Limited Membership and the rights, privileges and duties of a Limited Member shall be such as these By-Laws provide from time to time.
B. Conditions of Membership:
Section 8. Each member shall pay membership fees, dues, assessments, costs and initiation fees to be set from time to time by the Board of Directors.
Section 9. Memberships of the Club shall not be transferable or assignable.
Section 10. The Secretary of the Club shall notify a person of his election to membership in writing. No one elected to membership in the Club shall exercise any of the rights or privileges of membership until he has accepted in writing the written notification by the Club Secretary or his election to membership in the Club.
Section 11. The terms and conditions upon which a member shall pay his or her obligations to the Club shall be set from time to time by the Board of Directors, and the said Board may terminate the membership of any member in arrears and declare such membership forfeited, but such termination shall not in any way relieve such member from responsibility to the Club for such indebtedness.
Section 12. Any member who shall willfully violate any of the rules of the Club, or shall be guilty of conduct unworthy of the privileges of a member of the Club, may be expelled from membership by the Board of Directors. What constitutes conduct unworthy of the privileges of a member shall be determined by the Board of Directors without appeal. Proceedings to expel a member for the causes hereinbefore stated shall be instituted upon written complaint or upon charges preferred to the Directors by one or more members. The Board of Directors may render judgement for either acquittal, expulsion or suspension. No member shall be suspended or expelled except upon an affirmative vote of three-fourths of all members of the Board of Directors. If a member is expelled, his membership shall be forfeited to the Club. The expulsion of any member shall not in any way relieve said member from responsibility to the Club for indebtedness.
Section 13. In case of the dissolution of the Club or the closing up of its affairs and the distribution of its property in any manner whatsoever, only members who are Regular or Senior or Special Social Members who at the time of said dissolution or closing, have been members of the Club in any membership classification for at least five continuous years immediately preceding said dissolution or closing and in good standing at the time of said dissolution or closing shall share in the distribution, and distribution shall be equal to these members.
Article V
COMMITTEES
Section 1. Immediately after the Annual Meeting of the Club, the President, with the approval of the Board of Directors, shall appoint from the members of the Club the following standing committees and shall designate the chairman of each:
Adult Social Committee
Building Maintenance and Insurance Committee
Golf Course Committee
House Committee
Ladies’ Golf Committee
Men’s Locker Room and Pro Shop Committee
Swimming Pool Committee
Personnel Committee
Men’s Golf Committee
Audit Committee
Membership Committee
Junior Golf Committee
Executive Committee
Section 2. The committees shall have such responsibilities and duties as the Board of Directors shall determine.
Section 3. The President, with the approval of the Board of Directors, may appoint special committees. Such special committees shall confine their work to the purposes for which they were appointed and shall report to the Board of Directors.
Section 4. There shall also be elected, at each annual meeting of the Club a Nominating Committee composed of three voting members of the Club, which shall make nominations of Club Officers and Directors for the succeeding year in accordance with these By-Laws. No member of the Board of Directors shall be a member of the Nominating Committee.
Article VI
Section 1. Gratuities No gratuity may be accepted by any employee of the Club. No member, guest, or visitor, shall give any money or any gratuity to any employee of the Club, and any member so doing shall be deemed quilty of a misdemeanor, and shall be dealt with as provided in the By-Laws.
Article VII
ORDER OF BUSINESS
Robert’s Rules of Order shall govern the conduct of the business of the meeting of the Club members and its Board of Directors.
Article VIII
The seal of the Riverview Country Club shall be a disc in the usual form adopted by corporations, with the following words engraved thereupon: Riverview Country Club, Appleton, Wisconsin, Corporate Seal.
Article IX
The colors of Riverview Country Club shall be green and white.
Article X
AMENDMENTS
These By-Laws shall be amended or repealed by a two-thirds vote of the voting members present in person or by written proxy at a regular or special meeting of the members or by a two-thirds vote of the Directors and no By-Laws adopted by the members shall be amended or repealed by the Directors. And By-Laws adopted by the Board of Directors shall be subject to amendments or repeals by the members as well as by the Directors. Written notice of amendments to the By-Laws shall be sent to each member of the Club by the Secretary within five days of its adoption.
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