Articles of Incorporation Summary

The name of the corporation is Valley View Golf Association

It was incorporated on February 28, 1968 as a non-profit corporation without capital stock.

Valley View Golf Association’s non-profit status was revoked by the IRS on January 1st, 1989 by the IRS.

As of October 1st, 2019 Valley View’s classification is a 501c7 tax exempt social club that is not open to the public. Member classifications are set forth in Article II of these by laws.

The nature of the business is set forth in Article II of the Articles of Incorporation. The period of existence of the corporation is perpetual.

Fifteen percent (15%) of voting members present in person or by proxy, shall constitute a quorum at any meeting of the voting members.

The Directors of the Corporation shall be elected in the way and manner prescribed by the Bylaws.

Classes of Members: The Classes of Members and the rights and privileges are as follows as of October 1, 2019:

Class A, Individual: Shall entitle the member to all the privileges of the club, including the right to vote, hold office and unlimited golf play on an annual basis.

Class B, Family: Two individuals that are members of the same immediate family. Shall entitle the two members to all the privileges of the club, including the right of one member to vote, hold office, unlimited golf play for both members on an annual basis.

Class C, Family: More than two individuals who shall be members of the same immediate family. Shall entitle all members to the privileges of the club, including the right of one member to vote, hold office, unlimited golf play for all members on an annual basis.

Class D, Associate: Associate members pay an annual membership fee and sign a ledger with identification information to attain this member classification. This shall entitle the Associate member to all the privileges of Class A, Class B, and Class C members except the right to vote and hold office. Upon payment of the annual free, associate members will follow the “green free” pricing structure established no later than December 15th each year by the Board of Directors, upon the recommendation of the Chairman of the Finance Committee.

Class E, Corporate: As is more particularly detailed by the Corporate Sponsorship Program, when a business entity makes a financial contribution to the Association in conformity with a fixed donation scale, then said business or corporation is designated as a Bronze, Silver, Gold, Platinum, Diamond or Diamond Elite sponsor. Corporate sponsors will be delegated a certain amount of memberships in accordance with their respective financial contribution amount. Among other benefits, these memberships cover green fees, requested cart usage and each named card holder associated therewith said corporate membership will carry a right to vote and hold office.

Admission of Members

The incorporators shall constitute the initial membership of the corporation. Except as to said incorporators, no person shall be admitted to membership in the corporation except on approval by the Board of Directors, or a committee of said board, of an application for membership duly executed by the person desiring membership in the corporation. At the time of approval of said application for membership, the Board of Directors or a committee of said board, shall designate the class of the approved member. The classification of any member may be subsequently changed in accord with such member’s qualifications

Voting by Members

All Class A, Class B and Class C members along with each named Class E member as denoted above in Article II, Section 2 who has paid all of their current annual dues, shall have one vote on each matter of business submitted to a vote of the members.

Expulsion of Members

The Board of Directors shall have the exclusive power to expel a member of the corporation if such members shall fail to comply with his financial responsibility to the corporation or shall willfully violate such rules and regulations as shall be adopted by the Board of Directors for the operation and management of the corporation. Any member whose membership is so terminated for cause other than that of failing to meet his financial responsibilities to the corporation may appeal from the action of the Board of Directors to a vote of members at the next regular meeting of the members or at a special meeting of the members called for such purpose.

Directors and Officers

Number and Class of Directors:

The Board of Directors shall consist of nine members of the Association who reside in the immediate surrounding area. Seven members will be elected in accordance with Article V, Section 1. The other two will be the President of the Ladies and Men’s Golf Association during their terms of office.

Powers of the Board

The Board of Directors shall have general management and control of the business, property, and affairs of the corporation, and may exercise with regard thereto all powers conferred upon the corporation. The directors may encumber and mortgage the real estate and other property of the corporation to secure the payment of corporate obligations.

Meeting of Directors

The Directors shall hold an annual meeting immediately following the annual meeting of the members, and in addition thereto, the directors shall hold a meeting at least during each three months at such time and place as the Board may from time to time determine, and may hold special meetings at any time upon the call of the President or any three Directors. A majority of the Board of Directors shall constitute a quorum at any regular and special meeting. Notification shall be given by the Secretary to each Director by actual notice at least 24 hours before the meeting, provided, however, that meetings may be held at any time without notice if all the directors are present and take part in the meeting or waive notice thereof.

Election of Officers

At the first annual meeting of the Board of Directors, and at each annual meeting thereafter, the Board of Directors shall elect a President, Vice President, a Secretary and a Treasurer, and such officers and assistant officers as may be deemed necessary, each of whom shall be elected for a term of one year. Each officer shall hold office for the term for which his is elected and qualified. The President and Vice President shall be elected from among the members of the Board of Directors, and all officers shall be residents of the State of West Virginia.

Removal of Officers

Any officer elected may be removed by the Board of Directors whenever in the judgement of said Board the best interests of the corporation will be served thereby.

Vacancies

Any Vacancy occurring in the Board of Directors shall be filled by the Board of Directors, and a Director appointed to fill a vacancy shall be appointed for the unexpired term of his predecessor in office.

Finance Committee – moved to committee section

Remote Participation

Members of the Board may participate in a meeting by means of telephone conference, internet conferencing, or similar communication equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this method shall constitute the presence in person at such meeting of the person participating from a remote location.

Duties of Officers

President:

The President shall preside at all meetings of the Board of Directors and at all meetings of the members and shall see that all orders and resolutions of the Board are carried out. The President shall execute all conveyances authorized by the Board of Directors, and generally shall see that all of the officers and agents of the corporation perform their respective duties.

Vice President:

In case of death, disability, or absence of the President, except temporary absence, the Vice President shall be vested with all the powers and perform all duties of the President.

Secretary:

The Secretary shall keep a record of the minutes of all meetings of the members and directors, and shall give notice of meetings as provided by these bylaws, shall have custody of all books, records and papers of the corporation, except such as shall be in charge of the Treasurer or some other person authorized to have charge thereof by the Board of Directors, and shall perform such other duties as may from time be assigned to him by the Board of Directors.

Treasurer:

The Treasurer shall receive and disburse all corporate funds and shall keep an accurate and detailed record of all receipts and disbursements, which record shall at all times be subject to inspection of any member of the Board of Directors. Checks upon such band accounts shall be signed by the such officer or officers as may be designated by the Board of Directors.

Committees:

A committee’s function is to plan and execute a program of activities in their respective areas, subject to approval by the President of the Board. The President or the Board may appoint from time to time, committees and committee members to carry out necessary functions to assist in the business of the association. These committees may include, but are not limited to the committees listed below in this section, all of which shall be considered Ad Hoc committees except for Finance.

The President shall appoint, annually, a member of the Club to be Chairperson of any standing committees or Ad Hoc committees as authorized by the Board.

Any standing Committee or Ad Hoc Committees may meet periodically at the call of their Chairperson, Club President, or Board, as appropriate. Each Committee shall keep and preserve the minutes of all meetings in the Club Office.

The specific purposes and responsibilities of the possible standing committees shall include but not limited to:

• House Committee – The annually elected Chairman of the Ladies’ Golf Association will serve as the Chairman, House Committee and will be responsible to the Board for the corporation of the house, its equipment, furniture and fixtures.
• Green Committee – In conjunction with the Greens’ Superintendent, shall be responsible for the care and maintenance of the Golf Course, driveways and all other grounds which are a part of the Club property not under the responsibility of another committee.
• Golf Committee – Shall be responsible for all golfing activities and related functions including the monitoring of play on the Golf Course and the Pro Shop contract.
• Public Relations Committee – Shall be responsible for all publicity matters
• Golf Rules Committee – Shall be responsible for interpreting USGA Rules of Golf, resolve disputes, and establish local rules as appropriate.
• Ad Hoc Committee – Will consist of at least a Chairperson for each such committee. Tasks and responsibilities will be established for each committee and detailed by the President of Board, as appropriate. Such committee(s) shall advise the Board and President, as appropriate, on matters specifically assigned.
• Finance Committee:

The Board of Directors will appoint a Finance Committee each year, consisting of at least three members. The duties of the Finance Committee will be as follows:

• To prepare the annual budget and present to the Board
  for final approval

All expenditures, regardless of amount, will be approved for payment by the Board.

After approval, the invoices are to be forwarded to the Treasurer for payment.

Meeting of Members

Annual Meeting

The annual meeting of the members of this corporation shall be held each year at 7:00 P.M. at a location designated by the Board of Directors between January 1st and January 15th. At said time and place there shall be elected by the members a Board of Directors of seven members to hold office until their successors are elected and qualified. At the first annual meeting two of the directors shall be elected for a term of two years; and three for a term of three years; and at such subsequent meetings the successors to the directors whose terms have expired shall be elected for a term of three years. To each annual meeting the President and Treasurer shall each make a detailed report of the business of corporation for the preceding year. Each annual meeting shall also transact such other business as may be properly brought before it.

Nominations and Election of Board Members

At least 60 days prior to each annual meeting, the President shall appoint a nominating Committee consisting of a Chairman and 2 other members, each of whom shall be a member entitled to vote. No more than one shall be a member of the board.

Upon approval by the Board, the secretary shall (1) forthwith notify each member of his appointment and (2) post a notice with names, addresses and telephone numbers of the Committee members in a prominent place at the club and (3) indicate in the notice that any voting member is encouraged to contact a committee member if interested in serving on the Board.

The Nominating Committee may nominate more than one member for each vacancy. All nominees for Directors shall be members entitled to vote.

At election time, additional eligible members may be nominated from the floor.

Both the Nominating Committee and the members voting should keep in mind the need to keep a reasonable balance of Board members between Grant and Hardy Counties.

The President will conduct the balloting in a reasonable and impartial manner and the secretary will announce the election results immediately after the voting.

Special Meetings

Special meetings of the members may be called by the President of by the Board of Directors. Special meetings of the members may also be called by any two officers of the Corporation by a petition signed by members having one-tenth of the votes entitled to be cast at such meeting.

Notice of Meetings

Written or printed notice setting the place, day and hour of the meeting, and, in the case of special meeting, the purpose or purposes for which meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally, via US mail, or by email, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid.

Quorum

Fifteen percent of the members must be present, in person or by proxy, at any meeting to constitute a quorum for transaction of business. The vote of a majority of the members present shall be necessary for the adoption of any matter voted upon by the members.

Shares of Stock and Dividends Prohibited

The corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income of the corporation shall be distributed to its members, directors, or officers. The corporation may pay compensation in a reasonable amount to the members, directors, or officers for services rendered.

Seal

The seal of the association shall have inscribed thereon the name of the corporation, the year of its organization, and the words “Non-Profit Corporation.”

The Secretary of the association shall have custody of the seal.

The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Dissolution

In the event of dissolution, either voluntary or pursuant to order of a court of competent jurisdiction, and after the payment of all outstanding liabilities and the repayment of each member (then a member of record in good standing) of the amount of membership dues (initial charge of contribution) originally received from each such member by the corporation, all remaining assets shall be transferred to one or more corporations, groups, or other legal entities organized or operated exclusively for charitable, recreational, or educational purposes, or any combination of such purposes, on a not-for-profit basis.

Amendment of Bylaws

These Bylaws may be amended by a majority vote of the members present at any annual meeting of the members, or at any special meeting of the members called for such purpose, at which a quorum is present. Notice of any amendment to be offered at any meeting shall be given not less than 7 or more than 30 days before such meeting and shall set forth such amendment or amendments.