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H. Smith Richardson Golf Club, Inc.

Constitution & By-laws

Fairfield, CT HSR – Constitution & By-laws

Article 1. NAME

The name of this Club shall be the H. Smith Richardson Golf Club (“the Club”), being named for Mr. H. Smith Richardson who has expressed his generosity and interest in the recreational development of the Town of Fairfield.

Article 2. PURPOSE

The purpose of this Club shall be to promote the interests of golf and good fellowship in an open and inclusive environment while promoting charitable works.

Article 3. BOARD OF GOVERNORS

SECTION 1. The governing body of the Club shall be the Board of Governors, said Board to consist of a total of eleven (11) members, comprised in the following manner: Six non officer members, the retiring President and four officers, to wit, the President, Vice President, Secretary and Treasurer; these officers (including the retiring President) shall be members of said Board with the right to vote. The duties of the Board shall be specified in the By-laws.

SECTION 2. All members in good standing that meet such other qualifications/criteria as established by the Nominating Committee and approved by the Board, shall qualify to be added to the ballot to fill an open position of a non-officer member or officer position. A non officer member, Secretary and Treasurer, whose term is expiring and is not otherwise subject to a term limit, as defined in Section 6 below, shall be added to the ballot, if so requested.

SECTION 3. As of the date of these revisions, the Board of Governors has been established. Going forward, the Vice-President, Secretary and Treasurer shall be elected at the Annual Meeting of the Club, shall be installed immediately and shall hold office at the pleasure of the Board of Governors for two years from their election. The Vice President shall serve as President upon the expiration of his two -year term as Vice President. The Vice President, Secretary and Treasurer shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation, removal or such officer is no longer a Club Member with active status. The President shall hold office until the earlier to occur of (i) the expiration of his two-year term, or until such officer’s death, resignation, removal or such officer is no longer a Club Member with active status. Other than a vacancy of the President, which shall be filled by the Vice President, position vacancies may be filled at the approval of the remaining Board of Governors and remain in such position until the next Annual Meeting.

SECTION 4. A retiring President shall become a member of the Board of Governors with the right to vote, immediately following his last term of office as President and shall remain as a member of the Board Governors until the earlier to occur of (i) the sitting President’s term is completed, or (ii) the retiring President’s death resignation or removal, or (iii) the retiring President is no longer a Club Member with active status. Commencing two-years after the expiration the retiring President term, the retiring President may run in future elections for any non-officer position and any officer position, other than President or Vice President, and may run for Vice President only upon serving a full two-year term as non officer, Treasurer or Secretary.

SECTION 5 Open positions for the other members of the Board of Governors shall be elected at each Annual Meeting of the Club. Three members will be elected each year, serving 2-year terms.

SECTION 6. Any member of the Board of Governors who fails (i) to attend three (3) consecutive meetings of the Board or (ii) a total of five (5) meetings of the Board in any calendar year, absent an acceptable reason, shall be removed by a unanimous vote of the Board. Any member of the Board of Governors (other than the President and retiring President), that does not serve on a committee throughout their entire term, may be removed by majority vote of the Board. If such an expelled member is the President, or if the President’s term shall end earlier for any reason, he shall be replaced by the Vice President who shall serve both the remainder of the current President’s term and his own term as President. Should the Vice President’s term end early for any reason, the member, who received the second highest vote count for this position in the most recent election shall become Vice President. If that person shall no longer meet the qualifications to serve as Vice President, or shall elect not to serve, then the member, if any, with the next highest vote count shall serve as Vice President (and so on) until the position is filled. If the position remains unfilled after this process, then the Board of Governors shall select, via majority vote, a replacement to serve the remainder of that Vice President’s term. The replacement shall be selected from the pool of non-officer members, the Secretary or the Treasurer (but not the President or retiring President). All other positions shall be replaced by action of the remaining members of the Board.

SECTION 7. The term of all Members of the Board of Governors, other than the Vice President, who shall succeed to the position of President, and the President, who shall succeed to the position of retiring President, shall be limited to three (3) consecutive terms (“Term Limit”). The Term Limit shall not apply to any Board of Governor if there are no other applicants that have requested to be placed on the ballot for such open position. A Board of Governor who has reached his Term Limit, shall not run again for an open position if there are any other members on the ballot for such position, for a period of two years.

Article 4. MEMBERSHIP

Any person interested in pursuing the purpose of this Club is eligible for membership. Classes of membership, application, and other matters with respect to membership shall be set forth in the By-laws.

Article 5. COMMITTEES

There shall be Committees as prescribed in the By-laws and such other Committees as may be deemed necessary by the President and/or the Board of Governors from time to time.

Article 6. MEETINGS

There shall be an Annual Meeting of the members of this Club for the purpose of electing members to the Board of Governors, electing Officers and for transacting any other business which may be properly a part of the Annual Meeting. Such Annual Meeting shall be held as provided in the By-laws.

Article 7. BY-LAWS

This Club shall adopt By-laws for the conduct of its affairs as are not inconsistent with the provisions of this Constitution.

Article 8. AMENDMENTS

This Constitution may be amended as follows: Any proposed amendment may be recommended (i.) by the Board of Governors or (ii.) by the membership submitting such recommendations to the Board of Governors. When such proposed amendment has been signed by no less twenty (20) members in good standing, it must be submitted by the Board of Governors to the membership, with or without recommendation at the next annual meeting or at a special meeting called for that purpose. Such proposed amendment or amendments, together with the time and place of the meeting shall be given full publicity at least ten (10) days before the meeting at which it shall be submitted. Notices of such a meeting shall be sent to the members of the Club. Two-thirds of the members present and voting at such a meeting shall be necessary for the adoption of any such amendment, provided a minimum of fifty (50) members in good standing are present and voting at such meeting.

By-Law #1 – MEMBERSHIP

SECTION 1. Membership shall be Honorary and Active.

SECTION 2. Any person may become an honorary member who shall have received a unanimous vote at any regular meeting of the Board of Governors. Honorary members shall have all the privileges of the Club, except voting and being eligible for office. They shall be exempt from the payment of membership dues.

SECTION 3. All other persons who shall become members of this Club shall be active members.

SECTION 4. Application for membership shall be in writing to the Board of Governors through the Membership Chairman.

SECTION 5. The name of each candidate for membership shall be voted upon by the Board of Governors. Two or more adverse votes shall reject. Every member of the Board present shall vote upon every application. The Sponsor's current membership shall be verified. Any two members of the Board of Governors shall sign the membership application after an accepting vote is recorded.

SECTION 6. All persons who are members of the Club by April 1, 1972, shall be enrolled as Charter Members of the Club.

SECTION 7. The membership fee will be set each year by the Board of Governors and will be communicated prior to the Annual Meeting. The names of all previous year members who have not renewed their membership will be deleted from the active membership roster after the first handicap revision.

By-law #2 - POWERS AND DUTIES OF OFFICERS

SECTION 1. The President shall preside at all meetings of the Club, and, subject to the Board of Governors, shall have the general oversight and management of the Club. He shall be ex-officio, a member of all committees except the Nominating Committee, with the power to vote in case of a tie.

SECTION 2. Unless other designation shall be made by the Board of Governors, the President, subject to approval by the Board, shall execute all written contracts and obligations of the Club, and the Secretary shall attest to the same.

SECTION 3. General Provisions: The President shall appoint any special committees from time to time as he may desire. All committees shall be appointed by the President to serve for such length of time as he may designate. The President shall have the power to remove

the Chairman or any member of the several committees and shall fill the vacancy so created. Every standing committee shall continue until the committee succeeding it shall be appointed or at such time the President disbands the committee.

SECTION 4. The Vice-President shall have the power to perform all duties of the President in his absence.

SECTION 5. The Secretary shall keep a record of all the proceedings of the Club and the Board of Governors. He shall have general charge of the correspondence, notices of regular and special meetings, and perform such other duties as properly belonging to his office and as the Board of Governors may direct.

SECTION 6. The Treasurer shall receive and disburse all monies of the Club. He shall record and account to the Board of Governors all receipts and disbursements and the balance of cash on hand with such other information concerning the financial affairs of the Club as it may require. He shall prepare and present an annual report of the fiscal year transactions at each Annual Meeting. He shall disburse all monies as authorized by vote of the Board of Governors. All checks must have two signatures and may be signed by the President, Vice-President, Secretary or Treasurer.

SECTION 7. The Board of Governors shall have the power, by majority of its members to suspend, or after notice of opportunity to be heard, expel any member of the Club for conduct which, in its opinion, endangers the welfare, interest or character of the Club.

SECTION 8. All the property and affairs of this Club shall be under the control and management of the Board of Governors, subject only to the provisions of the Constitution and the By-laws.

SECTION 9. Except as provided in Section 3 of Article 3, the Board of Governors shall fill any vacancy occurring among the officers or members of the Board by majority vote; the term of the person selected to fill such vacancy will extend to the next Annual Meeting of the Club.

By-law #3 - MEETINGS

SECTION 1. Rules for meetings: Meetings shall be conducted in accordance with Robert's Rules of Order, revised, where they are applicable and where they are not inconsistent with the Constitution and the By-laws.

SECTION 2. Board of Governors meetings: The Board of Governors shall hold regular monthly meetings on such days as it may determine, and such special meetings as may be called the President.

SECTION 3. All meetings shall be open to all Club members. Executive sessions may be called by the President with a majority of the Board consenting.

SECTION 4. Board meetings: Six members shall constitute a quorum.

SECTION 5. Meetings of the Club: The Club shall hold its Annual Meeting on a date determined by majority vote of the Board of Governors. At least two (2) weeks’ notice shall be given to the members of the Club.

SECTION 6. The Club shall elect by ballot the officers and members of the Board of Governors, as provided in these By-laws. If no quorum is present, the presiding officer shall adjourn the meeting to another date.

SECTION 7. Special meetings of the Club may be ordered by the President and shall be called by the Secretary upon order of the President or at the written request of twenty (20) members of the Club, provided such request contains a statement of business proposed to be brought before such meeting and two (2) weeks’ notice of such meeting and of the business proposed to be transacted shall be given to the members by the Secretary.

SECTION 8. The following order of business shall be observed at regular Board of Governors meetings and the Annual Meeting of the Club:

1. Reading and approval of the minutes of the last meeting

2. Reading and approval of the Treasurer's report

3. Report of committees

4. Unfinished business

5. New Business

SECTION 9. Quorum: Fifty (50) members shall constitute a quorum at Club meetings. By-law #4 - NOMINATIONS AND ELECTIONS

SECTION 1. At the regular meeting of the Board of Governors in September, it shall elect by ballot a Nominating Committee to consist of three (3) members;- not officers or governors, to establish, pursuant to the provisions of Article 3, the ballot of officers and governors, to be voted for at each Annual Meeting.

SECTION 2. The name of the person so placed on the ballot and the office for which they are running, shall be transmitted to the Secretary of the Club at the regular meeting of the Board of Governors in October.

SECTION 3. When voting for officers or governors, a majority vote shall elect. Where more than two candidates shall run for one office and a majority vote shall not be obtained on the first ballot, then the position shall be filled by majority vote of the Board of Governors, which vote shall take place at the Annual Meeting.

By-law #5 -COMMITTEES

SECTION 1. There shall be the following standing committees: Membership and Handicap, Tournament, Greens, Scholarship, and Rules Committees.

SECTION 2. Membership and Handicap Committee: The Membership and Handicap Committee shall consist of a Chairman appointed by the President and two (2) or more other members appointed by the Chairman. It shall have charge of all membership applications, renewals, recruiting and such other duties incidental to memberships. It shall collect all membership fees and remit all monies to the Treasurer. It shall organize the ballots in conjunction with the Annual Meeting and ensure that independence is maintained when ballots are counted. It shall maintain all handicaps as governed by the rules for handicaps by the U.S.G.A. and the C.S.G.A.

SECTION 3. Tournament Committee: The Tournament Committee shall consist of a Chairman appointed by the President and at least four (4) or more other members appointed by the Chairman. It shall prepare a tournament schedule and shall conduct all tournaments including the awarding of prizes and trophies all subject to the approval of the Board of Governors. It shall remit all monies to the Treasurer.

SECTION 4. Greens Committee: The Greens Committee shall consist of a Chairman appointed by the President and two (2) or more other members appointed by the Chairman. It shall observe the playing conditions of the golf course; hear and investigate complaints from Club members. It will also serve as liaison to the Golf Commission of the Town of Fairfield and provide observations and recommendations. It shall report the name of any Club member who willfully or otherwise abuses the playing conditions of the golf course to the Board of Governors.

SECTION 5. Scholarship Committee: The Scholarship Committee shall consist of a Chairman appointed by the President and two (2) or more other members appointed by the Chairman. It shall be responsible for applications, screening, selection and awarding scholarships to members or to children of a members household entitled to the members support, all subject to the approval of the Board of Governors.

SECTION 6. Rules Committee: The Rules Committee shall consist of a Chairman and two (2) other members all appointed by the President. It shall make and publish Local Rules for abnormal conditions, provided, however, that any such rules first be approved by the Board of Governors. It shall have such powers and duties as set forth for "The Committee” in the "Rules of Golf".

By-law #6 - AMENDMENTS TO BY-LAWS

SECTION 1. These By-laws may be amended by a majority vote of participating members, provided the proposed amendment has been sent to every member at least two (2) weeks prior to voting.