Bi-Laws


ARTICLE I - NAME

Sec. 1 - The name of this Corporation is: Waterloo Country Club, Inc.

Sec. 2 - The fiscal year shall begin on the first day of January of each year and end on the thirty-first of December of each year.

ARTICLE II - OBJECT

     The object for which this corporation is formed is to own, operate, and maintain a country club for pleasure, athletic and social purposes, and all things usual and customary in the operation of country clubs.

ARTICLE III - MEMBERSHIP

Sec. 1 - The membership of the club shall not exceed 325 full members.  Upon recommendation of the Board of Directors (hereinafter “the Board”) and approved by the membership this number may be increased or decreased.  Membership shall be evidenced by a no-par-value Membership Certificate issued under the name and seal of the Corporation.  Certificates shall be contained in a certificate book and be issued in consecutive order, and shall be numbered and registered in the order in which they are issued.  Certificates of Membership of the Corporation can only be transferred upon the books of the Corporation and all certificates exchanged or returned to the corporation shall be cancelled by the Secretary and such cancelled certificates pasted in their original place in the book and no new certificate shall be issued until the old certificate has been cancelled and returned to its original place in said book, unless lost and satisfactory evidence of such loss is furnished to the Secretary.   In the event of a requested transfer, when  membership is below 300 (or such transfer would reduce membership below 300), no such transfer will be allowed until such time as a replacement member is secured.  A full member is one possessing a Certificate of Membership, paying full dues and assessments and entitled to the use of all Club facilities.   


Sec. 2 - The Club will also have a category of membership known as Social Members at a number to be determined by the Board from time-to-time.  Social Members will pay a reduced annual fee, be responsible for quarterly food and beverage minimums, and have full use of the club facilities other than golf privileges .  Social Members have no voting privileges.


Sec. 3 - Junior Memberships are available for singles or families under age 35.  The total Junior Membership roster will not exceed 32 unless changed by vote of membership. Junior Members pay full quarterly dues as well as quarterly payments toward their  WCC stock, depending on their age (in the case of a family, the age of the oldest family member), as follow:
     Junior Member under age 25 ……. $ 50 per quarter
     Junior Members ages 25-29 ………$ 75 per quarter
     Junior Members ages 30-34 ………$100 per quarter
Junior Members must participate in the Kitchen and Bar minimum purchase program.  Junior Members must join the WCC as Full Members upon reaching age 35 (in case of family, the oldest family member reaching age 35).  Any and all quarterly stock payments to the WCC that had accrued during the term of his, her or their Junior Membership will be credited toward the then value of WCC stock.  Should a Junior Member elect not to join the WCC upon reaching age 35 (in case of family, the oldest family member reaching age 35) said Junior Member must terminate his, her or their association with the WCC and forfeit any and all quarterly stock payments accruing therefore.
Junior members will be entitled to all privileges of membership except voting rights.  In the event of a waiting list for Junior Membership, family members of full members receive priority status.
In the event of a waiting list for Full Membership, Junior Members in good standing will be given priority status,


Sec. 4 -- Men and women over the age of 18 shall be eligible for membership.  All single sons and daughters age 25 and under living in a member's home shall be entitled to the privileges of the club.


Sec. 5 - The Board shall have power by vote of two-thirds of the membership thereof:

A.  To suspend, for a designated period of time not in excess of six (6) months or to expel from the club any full or social member or any other person who enjoys the privileges of the club pursuant to Sec. 4 for any conduct on the part of such person which is likely, in the sole discretion of the Board, to endanger the welfare, interest or character of the club or for any conduct in violation of the rules of the club, provided, however, that no such suspension or expulsion shall be voted upon until after such person has had notice in writing of the charge made and has had an opportunity to be heard thereon.    When any full member is expelled, the Club shall be obliged to allow such member to transfer the Certificate of Membership, subject to the payment of any unpaid dues, assessments, or other indebtedness then due the Club, or which may thereafter become due and payable pending transfer, and further subject to the constitution and By-Laws of the Club with respect to transfer.  A suspended member shall not be entitled to vote during the period of his or her suspension.

     B.  To forfeit any full members' Certificate of Membership or revoke a Social  Member's Membership or Junior Membership when dues, assessments, or other indebtedness due the club shall be due and remain unpaid of a period of thirty (30) calendar day after such member has been notified in writing by mail at his or hers last known mailing address, of such members delinquent indebtedness due the club and of the impending date set forth for forfeiture or revocation should the delinquent indebtedness, together with any additional dues or assessments which have since occurred, remain unpaid.
Notwithstanding the above, should the delinquency arise from the death of a full member, the club shall allow such member's next of kin, executor, or legal representative  to transfer the Certificate of Membership within the period of thirty (30) days after notification of the delinquency.

All forfeitures, revocations and transfers as herein provided shall at all times be subject to the payment of any unpaid dues, assessments, or other indebtedness due the Club at the time of said forfeiture, revocation or transfer and further subject to the Constitution and By-Laws of the club with respect to transfer.  In no event shall a forfeited membership be entitled to any privileges of the Club or to vote.

Annual dues are due and payable in equal quarterly installments on the first day of  January, April, July and October. Assessment, special assessments and the like are due as directed by the Club.

Sec. 6 - Membership registration may be in single name or joint name, if joint registration is used, both persons must be of the same household, as the privileges of the Club are limited to one vote per membership.

Article IV - Fees

Sec. 1 - The value of a Certificate of Membership issued by the Club shall be determined by the Board subject to approval of the membership.  The initiation  
and /or transfer fee for new members and the method of payment therefore shall be determined by the Board.  Social Members fees will be determined by the Board subject to approval by the membership.


Sec. 2 - Upon the face on the back of the Certificate of Membership there shall be printed the following legend:

     “The membership evidenced by this Certificate is transferable upon request upon approval of the Board of
     Directors and this Certificate shall be surrendered to said Corporation upon the termination of membership
     As provided in the Constitution and By-Laws of said corporation.

     This Certificate is subject to the provisions of the Constitution and By-Laws of the Corporation and all amendments
     That may be made from time to time and as such is subject to forfeiture as provided in said By-Laws.

Article V - Meeting of Members

Sec. 1 - The annual meeting of the Members shall be held at the Club at Waterloo, Illinois, on the fourth Monday in February in each year, at 8 o'clock p.m., for the purpose of electing Directors and such other business as may properly come before said meeting.

Sec. 2 - A quorum at the annual meeting shall consist of members in person or by proxy, holding at least one-third of the non-forfeited outstanding Certificates of Membership.  If one-third of the Certificates of Membership shall not be represented in person or by proxy, such meeting shall be adjourned from day to day, not to exceed thirty (30) days.

Sec. 3 - All questions shall be decided by the holders of a majority of the certificates present at a meeting in person or by proxy.

Sec. 4 - At any meeting of the members, as provided herein, each member, unless he or she shall then be a suspended member or a forfeited member, shall be entitled to one vote; which vote may be given personally or by proxy authorized in writing, and signed by the member.  The instrument authorizing a proxy to act shall be delivered to the secretary before or at the meeting.

Sec. 5 - A meeting may be call at any time during the interval between the annual meetings, either by the Board of Directors or by the written petition of five (5) percent of the membership to the Board of Directors; and if at any such special meetings so called, one-third of the certificates of the Club shall not be represented in person or by proxy, such meeting shall be adjourned from day to day, not exceeding thirty (30) days.

Sec. 6 - In all elections for directors of the Club, each member entitled to vote, shall be entitled to as may votes, in person or by proxy, for the number of certificates represented by him or her for as many persons as there are directors to be elected; or such votes may be cumulated and voted for one or more candidate(s) or director, as permitted by the Statues of the State of Illinois.

Sec. 7 - At the annual meeting of the members, it shall be the duty of the president and directors to exhibit a full, distinct and accurate statement of the affairs of the Club, and at any meeting of the members, a majority of those present in person or proxy, may require similar statements from the president and directors whose duty it shall be to furnish such statement at the next meeting of the members.

Article VI - Board of Directors

Sec. 1 - All the corporate powers of the Club shall be vested in and exercised by a Board of nine directors, who shall be members of the corporation, and who shall be divided into three classes of three each; and three shall be elected at each meeting of the members for a term of three years.  The directors shall in all cases act as a board, and the individual directors shall have no individual power.  Any or all of the directors may be removed by the vote of  two-thirds of all the outstanding voting membership of the corporation at a regular meeting or at any special meeting of the members called for that purpose.  No director of the Club shall be elected for more than two consecutive terms.

Sec. 2 - The first board of directors shall classify themselves in such a manner that there shall be a director in each class.  Those belonging to the first class shall go out of office on the fourth Monday of February after the first annual meeting of the members.  Those of the second class shall go out of office on the fourth Monday of February after the second annual meeting of the members and those of the third class shall go out of office on the fourth Monday of February after the third annual meeting of the members, and accordingly thereafter.

Sec. 3 - The presence of five directors at any meeting shall constitute a quorum for the transaction of business.

Sec. 4 - Any vacancy in the board may be filled by the remaining directors by the vote of the majority present at any meeting; a director so elected shall serve until the next annual meeting of the members, at which time the members shall elect a director to serve the unexpired term.  In case of a vacancy on the board, the remaining directors shall continue to act; if any time their number is reduced to less than five, it shall be their duty forthwith to fill the vacancies so as to constitute a quorum, or to call a special meeting of the members for that purpose.


Sec. 5 - There shall be a meeting of the Board of Directors on the fourth Monday in February after each annual meeting, or as soon thereafter as convenient.  Thereafter the Board of Directors shall meet monthly on a day to be fixed by the members thereof, or a special meeting shall be held as the president or any two of the directors shall call, giving at least one day's notice thereof, personally or by letter; but notice need not be given to directors who may be absent from the United States, or who may waive notice.

Sec. 6 - The Board of Directors shall have power from time to time to make and enforce rules and regulations concerning the use and privileges of the Club House and Grounds not herein otherwise provided.

Sec. 7 - Any director who shall be absent from five consecutive meetings of the board without permission of the president shall be considered to have resigned the office and the board shall proceed to fill the vacancy in the manner prescribed by the Constitution and By-Laws.

Article VII - Officers

Sec. 1 - The Board of Directors shall at the first meeting held after the regular annual meeting of the Members in each year, or as soon thereafter as convenient, elect or appoint the following officers, viz: a president, a vice-president, and a treasurer, who shall be members of the Board of Directors, a secretary, and they may appoint a manager, a superintendent, and such other officers, agents and employees as they deem proper.  All officers, agents and employees shall hold office during the pleasure of the Board.  The board may select one person to act as both secretary and treasurer.  It shall require a majority of the Board of Directors to elect or appoint any officer.

Sec. 2 -- The president shall be he chief executive of the Club.  It shall be the duty of the president to preside at all meetings of the members and Board of Directors.  The president shall be an ex-officio member of all committees, but shall not vote upon any question before any committee except in case of a tie vote of the other members present.  The president, with the secretary, shall sign all certificates of Memberships, deeds, mortgages or other instruments under seal and all promissory notes.  In case of the absence or the inability of the president to act, the vice-president may assume all of the powers and perform all of the duties of the president during such absence or inability.

Sec. 3 - It shall be the duty of the secretary to keep all records of the Club in books belonging to it; to issue all notice of meetings; to note the proceedings of the same; to enter them upon the minute book, and cause to be published all notices which by law or by the Constitution and By-Laws are required to be published.  The secretary shall also conduct the general correspondence of the Club and Board of Directors, and have the custody of the Seal, Charter, Constitution and By-Laws, Membership Books and other records of the Club, all which shall be open at all reasonable times to the inspection of the members.  The secretary shall collect all dues and fees, together with any and all special assessments made.

Sec. 4 - The Treasurer shall have charge of the funds of the Club and shall keep the same in such trust company, bank or banks as the Board of Directors shall from time to time designate.  Proper accounts shall be kept in the treasurer's office of all receipts and disbursements made by the treasurer for the Club, with vouchers in support thereof.  The treasurer shall at all times be subject to the control of the Board of Directors and shall perform such duties as it shall from time to time direct.  The treasurer may be required to give a bond in such amount and with such sureties as the Board may from time to time direct.  At the annual meeting of the members each year, the treasurer shall present a complete balance sheet showing the financial condition of the Club, and full report in detail of the receipts, disbursements and expenses of the fiscal year just closed, which balance sheet and report shall have been previously printed and distributed to the members at least three (3) days prior to the meeting.

Sec. 5 - The manager, accountant and superintendent shall be the representatives of the Board of Directors at the Club House and Grounds, respectively.

Sec. 6 - At the regular annual meeting, the members shall elect an auditing committee to consist of five (5) non director members.  It shall be the duty of this committee during the month of February each year, before the annual meeting, to audit the books and accounts of the Secretary and Treasurer and make a report thereof at the annual meeting.

Article VIII - Committees

Sec. 1 - The president of the Board of Directors shall appoint annually the necessary committees designated by the Board.

Sec. 2 - On or before the first day of January in each year the Board shall appoint a nominating Committee which shall consist of five (5) non Board members.  This Committee shall within thirty (30) day nominate a list of candidates to fill the expiring terms of Board members to be voted for at the next annual meeting and to fill any vacancies on the Board at such time.

Article IX - Visitors

Sec. 1 - All privileges extended to visitors and guests shall be subject to such rules and regulations as the Board of Directors may from time to time prescribe.

Sec. 2 - Every member shall be responsible for the conduct and indebtedness of all visitors introduced to the Club.


Article X - Dues

Sec. 1 - Dues for all Full and Social Members shall be determined by the Board and Approved by the membership.

Sec. 2 - In addition to, and separate and apart form the provisions of Section 1 of this Article X, the Board of Directors may, by a vote of a majority of directors, either at a regular or a special meeting of the Board of Directors, vote to submit to the membership at a regular or special meeting of the membership, the making of a Special Assessment against each member holding a Certificate of Membership of the Corporation in such amount as may be necessary to liquidate all or part of an outstanding indebtedness of the Corporation, plus an amount not in excess of $2,500.00 for a working cash fund and when so voted by a majority of the members voting on the proposition, such assessment shall, on or before the date fixed by the Board of Directors for the payment thereof, become due and payable by each member holding a Certificate of Membership.




Article XI - Mailing Addresses

Every member shall furnish his post office address to the Secretary for the purpose of mailing notices, and shall promptly notify the Secretary of any change thereto.

Article XII - Construction of By-Laws

Upon all questions of construction of the Constitution and By-Laws, the decision of he Board of Directors shall control.

Article XIII - Order of Business

Sec. 1 - The order of business at all meetings of members shall be as follows:

Reading of minutes of previous meeting and acting thereon.
Appointment of two inspectors of election.
Reports of officers.
Reports of committee.
Election of directors.
Unfinished business.
New Business.
Adjournments.

Sec. 2 - The order of business may be changed by the vote of the majority of the certificates represented in person or by proxy at the meeting.


Article XIV - Seal

The seal of the Club shall be a circle in form and shall have engraved in its margin the words “WATERLOO COUNTRY CLUB, INC” and in the center, the word “Seal”.


Article XV - Amendments

Sec, 1 - The Constitution and By-Laws may be altered, amended or repealed by a vote of a majority of members eligible to vote at an annual meeting or special meeting called for that purpose, provided a copy of such proposed amendment, alteration or repeal has been mailed or emailed to each member or delivered in person ten (10) days prior to such meeting.




Article XVI - Miscellaneous

Sec. 1 - Members desiring the use of the Club for general entertainment must first secure permission from the Club Manager.

Sec. 2 - No nuisance of any kind will be permitted under any circumstances.

Sec. 3 - All suggestions and complaints shall be made in writing and signed by the member or members making them, prior to submission to the Board of Directors.