The revised Bylaws below were voted on and approved at the Annual Meeting on May 29, 2021.
ARTICLE I: MEMBERSHIP
Section 1. Membership shall consist of the following classes:
Regular members and any other class approved by the Board of Directors.
Section 2. Members shall be natural persons of the age of eighteen years or over, or the Estate or Trust of said natural person.
Section 3. Except, as herein in these bylaws otherwise expressly provided, in all matters, which shall come before the members of the corporation, and in all corporate matters, the voting powers shall be equal, each Certificate of Membership having one vote.
Section 4. All members shall, in all respects, conform to and abide by the bylaws of the corporation, and all amendments and changes thereto, and any and all rules and regulations now or hereafter adopted by the Board of Directors.
Section 5. The Board of Directors shall have the right to suspend and/or expel any member for any violation of these bylaws or of any rule or regulation of the corporation, or for conduct contrary to the best interests of the corporation. Any member guilty of such violation shall be notified thereof.
Section 6. Any member who has been suspended shall be denied the privileges of the corporation during the term of such suspension.
Section 7. The Board of Directors, in its discretion, may extend the use of the facilities and property of the corporation to any person or persons, including, but not limited to, guests of members, prospective members, and persons who may be permitted use of the corporation’s facilities temporarily. The Board of Directors shall make such rules and regulations as it may deem proper respecting the use of the facilities of the corporation by guests or members, prospective members and others.
Section 8. The collection of any indebtedness of any member in the corporation for dues, assessments, or other charges, shall be enforceable by the corporation at law, and the resignation, expulsion, suspension or cancellation of membership of any member shall not relieve such member of the liability and obligation to pay the same.
Section 9. Any loss or damage resulting to any of the properties of the corporation from the acts or conduct of any member, or the guest of any member, and any indebtedness to the corporation incurred by the guest of a member, shall be assessed to such member and shall be paid as in the case of other assessments.
Section 10. Notice of any kind required to be given to any member shall be deemed to have been given when the same has been deposited in the United States mail, in a sealed envelope, postage prepaid, addressed to the member at the address shown on the books of the corporation. If the address of any member is not shown on the books of the corporation, any notice so mailed to his last address, known to the Secretary, shall be deemed properly given and made.
Section 11. The President shall meet with all new buyers upon issuance of certificate.
Section 12. On the sale of certificate, the purchaser shall within thirty (30) days pay the membership or transfer fee and any dues or assessments then payable and shall then be issued a Certificate of Membership. A person can only become a member when such payments are made, and such Certificate of Membership is duly registered in their name upon the books of the corporation.
Section 13. A member in good standing shall be entitled to use of all the facilities and properties of the corporation, subject to such rules and regulations as the Board of Directors may, from time to time, prescribe.
Section 14. Each member is responsible for any person they allow access to the lake and may be held accountable by the Board of Directors, including and up to having their membership revoked. All members guests shall have and enjoy the full privileges of the facilities of the corporation to the same extent as said lake club member, subject to the rules, regulations, restrictions, and limitations as the Board of Directors may, from time to time, prescribe.
Section 15. Rental property owners may not give renters access to the lake without the actual member present.
Section 16. Total membership shall not exceed 250 certificates.
ARTICLE II: CERTIFICATE OF MEMBERSHIP
Section 1. Each member shall be the owner or co-owner of a Certificate of Membership, duly registered in his/her or their names, or in the name of the Estate or Trust upon the books of the corporation.
Section 2. The Certificate of Membership herein referred to shall be issued over the signature of the President and Secretary or other officers or directors of the corporation as the Board of Directors shall, from time to time, specify with the official Seal of the corporation affixed, and shall be substantially in the following form:
Certificate of Membership
Brentwood Lake Club, Inc.
A Nonprofit Corporation of the State of California
This certifies _________________ is a member of Brentwood Lake Club, Inc.; a corporation organized pursuant to the General Nonprofit Corporation Law of the State of California and is entitled to all of the rights and privileges as conferred by, and subject to the bylaws of said corporation.
By acceptance of this certificate, the owner and/or co-owners hereof irrevocably assents to, and agrees to be bound by said bylaws, as the same may be modified or amended from time to time. This certificate confers no rights, title or interest in or to any of the property or assets of said corporation, except as expressly set forth in the bylaws of said corporation.
This certificate can be transferred only in the manner prescribed by the bylaws, and only after endorsement of the back hereof of the signature of the person, Estate, or Trust to whom this certificate is issued, or by the duly appointed Attorney-in-Fact of such person, or persons, or by their duly appointed and qualified personal representative, and any transfer shall not be final until shown upon the books of said corporation, and attested by the signature of the Secretary of said corporation affixed, and the transferee accepts the transfer hereof, subject to the above conditions.
Dated: _____________, _________
Brentwood Lake Club, Inc.
Section 3. A transfer of a Certificate of Membership shall be valid only upon payment of all indebtedness due the corporation.
Section 4. Unless such certificate or right is transferred to the spouse, son, daughter, Estate or Trust as herein above provided, then, upon the death or adjudication of incompetency of any person holding a Membership Certificate, the Board of Directors, through its Secretary, shall as soon as convenient thereafter, request the personal representative, spouse, heirs of such deceased member, or the guardian or conservator of such incompetent person to cause such certificate to be delivered to the Secretary of the corporation with a duly executed endorsement to stock power enabling the Secretary to transfer such certificate to a purchaser. Upon the delivery of such certificate, the Secretary shall sell such membership, and the proceeds of such sale, less the amount of all indebtedness to the corporation, shall be paid over to those legally entitled to receive such proceeds. If such a certificate shall not be so delivered within ninety (90) days after such request, then the Board of Directors, at its option, may, by resolution, cancel such Certificate of sale as above set forth. The membership of a decedent of incompetent shall have priority of sale over all other memberships offered by the corporation or its Secretary, except that as among memberships of two or more decedents or incompetents, those first offered for sale shall be sold first.
Section 5. A member expelled from the corporation as provided by these bylaws, immediately forfeits all of the rights of a member, and his title to such membership shall vest in the corporation, upon cancellation of his Certificate of Membership by the Board of Directors. The corporation is thereupon authorized to sell such membership for such price as determined by the Board of Directors. When sold, such expelled member shall be entitled to receive the proceeds of such sale, less any sums owing to the corporation.
Section 6. If a Certificate of Membership has been lost, destroyed or wrongfully withheld, the Board of Directors, by resolution, may cancel such certificate, and a new or duplicate certificate may be issued to replace that certificate lost, destroyed or wrongfully withheld, pursuant to the laws of the State of California.
Section 7. Any member may at any time resign his membership in the corporation by writing to that effect, delivered to the corporation, but such resignation shall not be accepted until all indebtedness to the corporation has been paid and his Certificate of Membership shall have been delivered to the Secretary of the corporation with a duly executed endorsement enabling the Secretary to transfer such certificate to a purchaser. The Board of Directors, at its discretion, may purchase such membership, or may direct it to be sold by the Secretary of the corporation, who shall sell the same, paying over to such resigning member the proceeds of such sale, less all unpaid indebtedness due to the corporation.
Section 8. All memberships in the corporation are liable for all indebtedness, dues, assessments, charges, fines and impositions accruing thereupon, against the member owning the same, until transferred upon the books of the corporation, as herein provided, and after such transfer a membership shall be liable in like manner, in the name of every subsequent transferee, and if any indebtedness, dues, assessments, charges, fines or impositions due from a member are not paid, they shall be deducted from the proceeds of the sale of his membership.
Section 9. If a member holding a Certificate of Membership be disqualified for membership for any reason, the Certificate of Membership of such member shall be assigned and delivered to the Secretary of the corporation upon resolution of the Board of Directors, or may be canceled by the Board of Directors, as provided in Section 4 of this Article II as in the case of the death of a member. Upon the sale of such membership by the Board of Directors, such resigned member shall be entitled to receive the proceeds of sale less any sums owing to the corporation.
Section 10. In the sale of any membership by the Board of Directors, other than a membership of a decedent or incompetent, the board shall have the right, in its discretion, to give preference to the sale of unissued memberships.
Section 11. After a Membership Certificate has been delivered to the Secretary with a duly executed endorsement enabling the Secretary to transfer such certificates to a purchaser, or has been canceled by the Board of Directors, as a result of the death, incompetency, expulsion, resignation or disqualification of a member, such former member shall have no liability for dues or assessments thereafter accruing, prorated to the date of such assignment or cancellation.
ARTICLE III: FEES, DUES AND ASSESSMENTS
Section 1. The membership fee payable to the corporation on the issuance or sale of a new membership shall be an amount the Board of Directors shall from time to time fix, but in no event shall it be less than best price obtainable. Money thus received by the corporation may be expended for capital improvements only.
Section 2. The transfer fee payable to the corporation on the transfer of a Certificate of Membership shall be in such amount as the Board of Directors may, from time to time, fix.
Section 3. The yearly dues payable by each member shall be in such amount as the Board of Directors shall, from time to time, fix, and shall be payable annually by the 15th day of January and shall be delinquent the 1st day of March.
Section 4. The Board of Directors may levy assessments against members from time to time in such amounts as are necessary to pay the operating expenses of the corporation. No assessment shall be made or levied for the purpose of making any capital addition or improvement to the property or facilities of the corporation without the approval of at least a majority of the members, provided however, that the Board of Directors may make and levy one assessment of such purposes in any calendar year if the amount of such assessment per member does not exceed twenty-five (25%) percent of the regular dues per member for such calendar year. If the 25% quorum is not met the Board of Directors shall have the authority to make changes by a vote of four (4) or more of the Directors.
Section 5. All fees, dues, assessments and other charges referred to herein are exclusive of governmental taxes.
Section 6. If a member fails to pay any dues fees or assessments within sixty (60) days after same becomes due, they are deemed to be delinquent and shall be charged a late fee. The Secretary shall notify said member of their delinquency in writing by United States mail. If such indebtedness is not paid within fifteen (15) days after said notice was mailed, the Board of Directors may suspend the membership. The Secretary shall thereupon notify such member of their suspension by certified United States mail. If the indebtedness is not paid within fifteen (15) days after said notification, such member shall be expelled and cease to be a member of the corporation. The certificate of such member shall be cancelled and may be sold by the Board of Directors as provided in Article II, Section 5 of these bylaws. On good cause shown, provided that a sale of the certificate has not been consummated, and on payment of all delinquent indebtedness, the Board of Directors shall have the power to restore any such person to their prior membership status.
ARTICLE IV: MEMBERSHIP MEETING
Section 1. The regular annual meeting of the members shall be held at Brentwood Lake, corner of Quail and Middle Camp, on the Saturday of Memorial Day weekend. The exact date and time to be set by the Board of Directors at least fifteen (15) days prior to such meeting.
Section 2. Special meetings of the members for any purpose may be called at any time by the President, the Board of Directors, or upon the written request of twenty (20) members.
Section 3. Notice of the regular annual meeting and of each special meeting of the members shall be given by the Secretary to each member of the corporation at least twenty (20) days prior to such meeting and such notice shall specify the date, time and place of such meeting and the general nature of the business to be transacted thereat.
Section 4. Members may vote at any meeting either in person, or by proxy in writing filed with the Secretary. Cumulative voting shall not be permitted. A quorum for the transaction of business shall consist of twenty-five (25%) percent of the membership, present either in person or by proxy. The members present at a duly called or held meeting at which a quorum is present may continue to conduct business until adjournment notwithstanding the withdrawal of members to leave less than a quorum.
Section 5. Except as otherwise expressly provided in these bylaws, or by law, the vote of a majority of the membership present, or by proxy, at any duly and regularly called meeting at which a quorum is present shall be and constitute the act of the membership as a whole.
ARTICLE V: THE BOARD OF DIRECTORS
Section 1. The general management and business of the corporation shall be controlled by the Board of Directors.
Section 2. The Board of Directors shall consist of seven (7) members who shall be elected at the annual meeting of the membership in accordance with these bylaws and shall serve for the term for which they are elected or until his or her successors shall have been elected and shall have qualified. Upon election and immediately following the meeting of their election, the directors shall hold a meeting and shall elect a President, Vice-President from the directors so elected. Secretary and or Treasurer need not be Board members. The resignation of any officer during his or her term of office shall not affect his or her status as a director. All officers shall take office immediately following their election.
Section 3. Each director shall be a member of the club in good standing.
Section 4. If, after election, a director ceases to have any of the qualifications herein provided for, his or her office shall become immediately vacant without action other than to include such facts upon the minutes of the board and he shall ipso facto cease to be a director or an officer.
Section 5. There shall be elected at the annual meeting of the membership seven directors who shall qualify under the provisions of the various sections of this Article. At each annual meeting of the membership, there shall be an election for the purpose of electing directors to fill the vacancy or vacancies on the Board of Directors which vacancy or vacancies resulted through term expirations. The term for directors so elected shall be for a period of three years.
Section 6. A vacancy in the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors. The term of a director appointed to such vacancy shall be that of his or her predecessor. Nothing herein contained, however, shall prevent when such director that has been elected to fill a vacancy on the Board of Directors at other than an annual meeting and who has served for less than a full three-year term from being elected to the full three-year term at the annual meeting following the expiration of the term of his or her predecessor.
Section 7. Four or more directors shall constitute a quorum sufficient for the transaction of all business except where otherwise specifically provided for in these bylaws.
Section 8. Directors shall serve without compensation, with the exception of the Secretary and Treasurer who may be paid at the discretion of the Board of Directors.
ARTICLE VI: POWERS OF THE DIRECTORS
Section 1. The Board of Directors shall have power:
To call special meetings of the members when they deem it necessary and they must call a meeting at any time upon the written request of twenty (20) of the memberships.
To elect or remove the officers.
To appoint and remove agents and employees, prescribe their duties, fix their compensation, and if deemed advisable, require from them security for faithful service.
To authorize all expenditures for the conduct of this corporation, to purchase or have purchased all supplies or personal and real property needed by this corporation and to contract with individuals or firms for the use of real or personal property through lease, contract or other legal means or for work or services.
To select a bank or banks as depositories for all funds of the corporation and cause all funds to be deposited therein.
To conduct, manage and control the business of this corporation and to make rules and regulations not in conflict with the laws of this state, or the Constitution and Bylaws of this corporation, for the guidance of the officers and members and for the management of the affairs of this corporation.
To appoint suitable persons to fill all subordinate offices or standing committees.
Special meetings of the Board of Directors may be called by the President or by written request of three or more directors. Each special meeting may be held at such time and such place as the notice or telephone contact may indicate. Said notice shall state the time, place and purpose of the meeting.
Section 2. Action without meeting: Any action by the board may be taken without a meeting if all members of the board shall individually or collectively consent to such action. Consents shall be filed with the minutes of the proceedings of the board.
ARTICLE VII: THE DUTIES OF THE DIRECTORS
Section 1. It shall be the duty of the Board of Directors:
To keep a record of all its meetings and proceedings thereof at, and of the meetings of the members in a Minute Book.
To present a Balance Sheet in report form showing the assets and liabilities of the corporation, at each annual meeting together with a report of the condition of its affairs.
To supervise all officers, agents and employees, and see that their duties are properly performed.
ARTICLE VIII: OFFICERS
Section 1. The officers of the corporation shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers, as the Board of Directors may deem necessary or advisable. The office of Secretary and Treasurer may be combined at the discretion of the Board of Directors.
Section 2. It shall be the duty of the President to preside at all meetings of the membership of the Board of Directors, held each month except December, to announce the location of the next monthly meeting, supervise the work of the corporation, and direct the work of its officers. He shall perform all the duties that develop upon such office.
Section 3. The Vice-President shall perform the duties of the President in the President’s absence or in the event of his inability to act.
Section 4. The Secretary shall keep a full and complete record of the proceedings of all meetings and shall preserve all records and documents connected with the business of the corporation, send out all notices and perform such other duties as usually appertain to such office.
Section 5. The Treasurer shall receive and collect all monies, keep a correct account thereof and deposit same in the name of the corporation in such bank as may be approved by the Board of Directors, and may disburse same in payment of debts of the corporation under such conditions as the Board of Directors may prescribe. They shall submit a written report to the corporation at its regular meeting, or at such special meetings at which such report shall be pertinent, giving an account of the business transactions up to the date of the rendering of such report at such meeting, amounts received and disbursed, for whom and on what account received, and for what purpose paid out. The books of the Treasurer shall be open for inspection by any members of the corporation by writing to the club at P.O. Box 298, Twain Harte, California 95383.
Section 6. The officers shall enter upon their official duties immediately after being elected and shall serve at the pleasure of the Board of Directors.
Section 7. Any officers shall be subject to suspension or removal by a vote of five directors at any meeting.
ARTICLE IX: AMENDMENTS
Section 1. Any amendments to these bylaws may be submitted in writing to the Board of Directors signed by twenty-five (25) members entitled to vote and may be adopted by a majority vote of the members, as described in Article I, Section 3, personally present or represented by proxy at any meeting of this corporation, if a quorum as defined herein be present, provided written notice of the meeting, accompanied by a copy of the proposed amendments, shall have been mailed to the members at least twenty (20) days prior to the meeting.
Section 2: Board of Directors; may amend by-laws by majority vote. Four out of seven.
ARTICLE X: PROPERTY RIGHT OF MEMBERS
Section 1. The members shall, during the existence in good standing of their membership, be the beneficial owners of all of the properties and assets of the cooperation, each in an undivided share. No member shall have any rights or interests in or to any of said properties or assets. Such beneficial interests of the members cannot be alienated, transferred, assigned, bequeathed, devised or passed by the laws of inheritance or intestate succession or any judicial proceedings or by the operation of any law or in any other manner except as may be indicated in these bylaws.