INDIAN LAKE CLUB, INC. – Indian Lake Estates
BYLAWS – Amended – 2011
ARTICLE I – IDENTIFICATION
Section 1. NAME: The name of this corporation is INDIAN LAKE CLUB, INC., referred to herein for convenience as the “CLUB”.
Section 2. PRINCIPAL OFFICE: The principal office of the Club shall be in Transylvania County, North Carolina, or such specific other location in North Carolina as may be, from time to time, designated by the Board of Directors (Board).
Section 3. SEAL: The Board shall adopt a corporate seal containing the name of the Club with the incorporating date. When the affixing of the seal to any instrument is appropriate, the same may be done by means of a metal die causing an impression of said seal or by an imprint of the words and figures of the seal in the same form thereof.
Section 4. FISCAL YEAR: The fiscal year of the Club shall be that selected by the Board
ARTICLE II – PURPOSES AND POWERS
Section 1. PURPOSE: The purposes for which the Club is organized are to further and to promote the common interests of the Club Members (Members) within INDIAN LAKE ESTATES (Estates), a planned development subdivision located in Transylvania County, North Carolina, and in connection therewith to own, maintain, operate or provide for the operation of common properties of all kinds for the use, enjoyment and benefit of its Members which may ultimately include, but not be limited to, lakes, roads, streets and water treatment facilities.
Section 2. POWERS: The Club shall do whatever is necessary, conducive, incidental or advisable to accomplish and promote its purposes and, in connection therewith, shall have, but SHALL not be limited to, the following powers:
a. To acquire real or personal property by gift, purchase or other means;
b. To own, hold, enjoy, lease, operate, maintain, convey, sell, assign, transfer, mortgage or otherwise encumber or dedicate for public use any real or personal property owned by it;
c. To exercise the powers and functions granted to it in recorded subdivision restrictions affecting property in the Estates.
d. To own, construct, maintain and operate community facilities of all kinds with the Estates, to prescribe the use thereof and to contract for the maintenance, operation and management thereof,
f. To regulate, maintain, rebuild, repair, beautify and otherwise care for all streets within the Estates not subject to regulation or maintenance by governmental authority;
g. To pay taxes and assessments, if any, levied on property owned by it;
h. To enforce charges, easements, restrictions, covenants, conditions and agreements existing upon or created for the benefit of the real property within the Estates;
i. To appoint such committees as may be necessary to or convenient in the discharge of any of its obligations or powers;
j. To levy annual charges upon Members and to declare the same a lien against the property subject thereto in accordance with the recorded subdivision restrictions relating to the Estates;
k. To sue to collect any charges not paid and in connection therewith to foreclose any lien granted to it;
l. To borrow money and contract debt and evidence the same by issuance of bonds, notes or debentures, either secured or unsecured, provided however, that any such indebtedness shall not be incurred prior to approval by no less than two-thirds (2/3) of the voting power present at a duly called Members’ meeting, at which a quorum is present and voting, and for which meeting the notice describes such proposed action.
m. To expend its money for the payment and discharge of all proper costs, expenses and obligations incurred in carrying out its purposes and objectives pursuant to these powers;
n. To contract and pay premiums for fire, casualty, liability and other costs, expenses and obligations incurred in carrying out its purposes and objectives pursuant to these powers;
o. To contract for the management by others of the Club’s facilities, and pay for maintenance, gardening, utilities, materials, supplies and services relating to property owned by it and to employ personnel reasonably necessary for the administration of its affairs, including legal counsel and accountants;
p. To do all other acts necessary or expedient for the administration of its affairs and the attainment of its purposes not otherwise inconsistent or in contravention of the laws of the State of North Carolina from time to time existing pertaining to corporations not for profit; and
q. To operate or cause to operate facilities for treatment and distribution of water.
ARTICLE III – MEMBERSHIP
Section 1. MEMBERSHIP DETERMINATION: Membership in the Club is limited to persons or entities that own one or more lots in the Estates, including the developer thereof, and is automatic with the appurtenant to such ownership. No other persons may be Members of the Club.
Section 2. MEMBERSHIP CLASSES: There shall be only one class of membership. Said membership shall be limited to those whose ownership of a lot or lots in the Estates is evidenced by a legal title or by a beneficial or equitable title (i.e.: that title acquired by a purchaser of a lot from a Member pursuant to a written sales agreement).
Section 3. RIGHTS AND PRIVILEGES: The rights and privileges of all Members shall be equal for all purposes except as may be otherwise provided in the Articles or Incorporation or in these bylaws. All members and their guests shall have and enjoy the use of all properties owned by the Club; subject, however, to the provisions of any recorded restrictions affecting such properties and subject to such other rules and regulations for the use thereof as may be adopted from time to time by the Board.
Section 4. MEMBERSHIP, EVIDENCE OF: The Club has no capital stock and shares therein shall not be issued. Membership status in the Club may be evidenced by certificates of membership, identity cards or other written documentation, but failure to do so shall in no way alter or affect the rights, privileges or obligations of membership. Such evidence of membership shall be issued over the signature, or facsimile signature of any authorized officer.
Section 5. MEMBERSHIP ROLLS: A membership roll shall be maintained by the Club containing sufficient data to determine the name and address (physical and electronic) of Members and a description of the lot within the Estates upon which such membership is based. The Club may utilize and rely on the tax rolls of Transylvania County, North Carolina, for the obtaining of information deemed pertinent to its membership records.
Section 6. MEMBERSHIP TRANSFER: Membership in the Club is transferable only upon the conveyance of other disposition of legal or equitable title of the lot in the Estates upon which such membership is determined and to which it is appurtenant. Any other attempted transfer or assignment of such membership shall be null and void. Transfers of membership shall be subject to the payment of all indebtedness, if any, to the Club of the Member whose membership is transferred.
ARTICLE IV – MEETINGS OF MEMBERS
Section 1. PLACE OF MEETINGS: Meetings of the Members of the Club shall be held in the County of the Club’s principal office in the State of North Carolina at such particular place therein as stated in the notice of such meeting.
Section 2. ANNUAL MEETING: The annual meeting of the Members of the Club for the election of directors and for the transaction of such other business as may properly come before said meeting shall be held at such hour and on such day during the months of September or October of each year as shall be determined by the Board.
Section 3. NOTICE: Written notice of each annual meeting shall be given to each Member entitled to vote thereat, either by personal delivery, by mail, by electronic means or other means of written communication, charges prepaid, addressed to such Member at his record physical address or email address appearing on the books of the Club. All such notices shall be sent to each Member entitled thereto not less that ten (10) and not more than sixty (60) days before each annual meeting, and shall specify the place, date and hour of such meeting, and shall also state the general nature of the business and proposal to be considered or acted upon at such meeting.
Section 4. SPECIAL MEETINGS: Special meetings of the Members for any purpose or purposes whatsoever may be called at any time by the Club President, by a majority of the Board or by not less than ten percent (10%) of all the votes entitled to be cast. Except in special cases where other express provision may be made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of Members. Notices of any special meeting shall specify in addition to the place, date and hour of such meeting the general nature of the business to be transacted.
Section 5. ADJOURNED MEETINGS AND NOTICE THEREOF: Any Members’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the voting power present either in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at any such meeting.
When any Members’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; otherwise, it shall not be necessary to give any notice of the business at which such adjournment is taken.
Section 6. QUORUM: The presence at any meeting, in person or by proxy, of the holders of twenty-five percent (25%) of the membership entitled to vote shall constitute a quorum for the transaction of business. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, whether a quorum remains or not. If any meeting, annual or special, cannot be held for lack of a quorum, the same may be adjourned, as herein above provided, for a period of time not less than forty-eight (48) hours nor more than thirty (30) days from the time the original meeting was called, at which adjourned meeting the quorum requirement shall be reduced to the presence in person or by proxy of not less than fifteen percent (15%) of such membership entitled to vote.
Section 7. VOTING: All Members shall be entitled to vote and shall have one (1) vote for each lot. There shall be only one (1) vote per lot despite joint or co-ownership. Only Members in good standing (Article VII Section 5) in whose names memberships entitled to vote stand on the records of the Club on the record date for voting purposes, fixed as provided in ARTICLE VIII, Section 1 of these bylaws, shall be entitled to vote at such meeting. Such vote may be viva voce or by ballot.
Section 8. ACTION WITHOUT MEETING: Any action, except the election of Directors, by mailed ballot pursuant to the provisions of ARTICLE V, Section 3, or, except as otherwise provided by law, which under the applicable provisions of law may be taken at a meeting of the Members, may be taken without a meeting if authorized in writing by all of the Members who would be entitled to vote upon such action at a meeting duly called.
Section 9. PROXIES: Every Member entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such Member or his duly authorized agent and filed with the Secretary of the Club.
ARTICLE V – BOARD OF DIRECTORS
Section 1. DIRECTORS – GENERAL STANDARDS: A director shall discharge his duties as a director, including his duties as a member of a committee:
a. In good faith;
b. With the care an ordinarily prudent person in a like position would exercise under similar
c. In a manner the director reasonably believes to be in the best interests of the Club.
Section 2. DIRECTORS POWERS: Subject to any limitations of the Articles of Incorporation, of these bylaws, and of the Corporations Not For Profit Law of North Carolina, all corporate powers of the Club shall be exercised by or controlled by a Board of Directors without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers:
a. To select and remove all officers, agents and employees of the Club and prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or these bylaws;
b. To conduct, manage and control the affairs and business of the Club or any of facilities or properties and to make such rules and regulations therefore as are not inconsistent with law, with the Articles of Incorporation or these bylaws;
c. To change the principal office for the transaction of business of the Club from one location to another as provided in ARTICLE I, Section 2, hereof; to designate the place for the holding of Members’ meeting; and to adopt and use a corporate seal;
d. To take such steps as may be necessary to implement any of the powers of the Club enumerated in ARTICLE II, Section 2, hereof; and
e. To appoint committees, and to delegate thereto its powers and authority in the management of the business and affairs of the Club and its property except the power to adopt, amend or repeal bylaws. Any such committee shall contain at least one (1) member of the Board.
Section 3. DIRECTORS NUMBER AND QUALIFICATIONS: The authorized number of directors shall be not less than three (3) or more than nine (9), the exact number and their initial terms of office to be fixed from time to time by the Board. Directors shall be required to be Members.
Section 4. DIRECTORS ELECTION AND TERM OF OFFICE: Until the first annual meeting of Members in 1973, the Directors shall be those individuals named in the Articles of Incorporation or their successors determined pursuant to Section 5 of this ARTICLE V. At such meeting, and at each annual meeting of Members thereafter, Directors shall be elected to fill the vacancies of those members whose terms have expired; provided, however, that
if for any reason any such annual meeting is not held, or the Directors are not elected thereat, they may be elected at any Special meeting of Members held for that purpose. In any event, all Board members shall hold office until their respective successors are elected.
The Board may also determine that elections of Directors may be held pursuant to mailed ballot where the agenda of the Annual Meeting of Members may be such to justify the use of such method for elections as opposed to a meeting called for such purpose. Elections by mailed ballot shall be effective only if ballots are mailed to all Members entitled to vote and if the total number of Members returning ballots is equal to or exceeds the voting power of the Club required to constitute a quorum at any meeting duly called.
Terms of successor Directors elected by the Members shall be for three (3) years. Terms of Directors appointed by the Board may be for any term less than three (3) years, such that approximately one-third (1/3) of the acting number of Directors will be elected annually by the Members.
Section 5. DIRECTORS VACANCIES: Vacancies in the Board may be filled by a majority of the remaining Directors though less than a quorum, or by a sole remaining Director, and each member so appointed shall hold office until his successor is elected by the Members as herein provided.
A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any Director; if the authorized number of Directors is increased; or if the Members fail to elect the full number of Directors to be voted for in any election.
No reduction of the number of acting Directors shall have the effect of removing any Director prior to the expiration of his term of office.
Section 6. DIRECTORS REGULAR MEETINGS: Immediately following each annual meeting of Members, or if none is held, then following the election of Directors by mailed ballot, the Board shall hold a regular meeting for the purpose of organization, election of Club officers and the transaction of other business. Call and notice of such meetings are hereby dispensed with. Other regular meetings shall be held as required with proper notification.
Section 7. DIRECTORS SPECIAL MEETINGS: Special meetings of the Board may be held at any time and for any purpose upon call by the President or if he is absent or unable or refuses to act, by any Vice-President or by any two (2) Directors.
Written notice of the time and place of Special Directors meetings shall be delivered personally to each Director or sent by mail or electronic mail or other form of written communication, charges prepaid, addressed to such Director’s address as it is shown upon the records of the Club.
Section 8. DIRECTORS WAIVER OF NOTICE: The transactions occurring at any meeting of the Board, however called and noticed or wherever held, shall be as valid as though occurring at a meeting duly held after regular call and notice, if a quorum by present, and if, either before or after the meeting, each Director not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. Such waiver, consent or approval may be electronically mailed or sent by facsimile. All such waiver, consents or approvals shall be filed with the Club records or made a part of the minutes of the meeting. Unless attending for the express purpose of objecting to the transactions of any business because the meeting was not lawfully called or convened, a Director who attends a Board meeting shall be deemed to have had timely and proper notice thereof.
Section 9. DIRECTORS – QUORUM: A majority of the acting number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the full Board unless a greater number by required by law.
Section 10. DIRECTORS ADJOURNMENT AND NOTICE: A quorum of the Board may adjourn any Board meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Board meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board. Notice of the time and place of holding an adjourned meeting must be given to absent Directors if the time and place were fixed at the meeting adjourned.
Section 11. REMOVAL OF DIRECTOR: Removal of a director shall be executed according to North Carolina Statute 55A-8-08.
ARTICLE VI – OFFICERS
Section 1. OFFICERS – GENERAL: The officers of the Club shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer each of who shall be elected by the Board. The Club may also have such other officers, including one or more Assistant Secretaries, as may be appointed by the Board. Officers, other than the President and Vice-President, need not be Directors. One person may hold two or more offices, except that no one may simultaneously hold the offices of Secretary and either President or Vice-President, and no individual may act in more than one capacity where action of two or more officers is required.
Each officer shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified; provided, however, that officers may be appointed at any time by the Board for the purpose of initially filling an office or filling a newly created or vacant office.
Section 2. OFFICERS – REMOVAL AND RESIGNATION: Any officer may be removed, either with or without cause, by action of the Board.
Resignation of officers shall take effect at the date of the receipt thereof or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3. OFFICERS VACANCIES: A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.
Section 4. PRESIDENT: The President shall be chosen from the Board and shall be the chief executive officer (CEO) of the Club. Subject to the control of the Board, he shall have general supervision, direction and control of the business and officers of the Club. He shall preside at all meetings of the Members of the Board. He shall be an ex officio member of all standing and ad hoc committees (except a Nominating Committee), and shall have the general powers and duties of management usually vested in the office of president of a corporation, and such other powers and duties as may be prescribed by the Board or these bylaws.
Section 5. VICE-PRESIDENTS: In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice-President designated by the Board, shall perform all the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall have such other powers and perform such other duties as may be
prescribed by the Board, the President or these bylaws.
Section 6. SECRETARY: The Secretary shall keep or cause to be kept, at the principal office of the Club or such other place as the Board may order, a book of minutes of all meetings of the Board and of Club Members, or a duplicate thereof, with the time and place of holding meetings, whether regular or special, the notice thereof given, the names of those present at Board meetings, the number of membership present or represented at Members’ meetings, and the proceedings thereof.
The Secretary shall give or cause to be given notice of all the meetings of the Members and of the Board required by law or by these bylaws to be given; shall keep the seal of the club in safe custody; and shall have such other powers and perform such other duties as may be prescribed by the Board, the President or these bylaws.
Section 7. TREASURER: The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the Club, including accounts of its assets, liabilities, receipts and disbursements. The books of account shall at all time be open to inspection by any Director.
The Treasurer shall deposit all monies and other valuables in the name of and to the credit of the Club with such depositories as may be designated by the Board. He shall disburse the funds of the Club as may be ordered by the Board; shall render to the President and Board members upon request an account of all his transactions as Treasurer and of the financial condition of the Club; and shall have such other powers and perform such other duties as may be prescribed by the Board, the President or these bylaws.
ARTICLE VII – ASSESSMENTS
Section 1. ASSESSMENTS – GENERAL: The Board shall have the power to levy annual and special assessments as herein set forth. All Assessments shall be paid on an annual basis by the due date set by the Board, or paid to the Club in installments as may be determined by the Board.
Section 2. ASSESSMENTS – ANNUAL: Each year the Board shall consider the current and future needs of the Club and, in light of such needs, fix by resolution the amount of annual assessment to be levied against each lot in Indian Lake Estates, which amount shall be a debt of the Member owning such lot at the time such charge is made.
Section 3. ASSESSMENTS – SPECIAL: Special assessments, i.e., other than the annual assessments specified in Section of this ARTICLE VII, shall be made by the Board upon determination that the same relate to the health, safety and welfare of Members as a whole as for the prevention of health hazard with in the Estates. Special assessments may be made for other purposes as well, but no such assessment shall be made without a public hearing for which written notice is given to all Members at least twenty (20) days in advance. This notice may be electronically delivered. No special assessment shall be effective if at such public hearing 50.1% of all members of the Club shall object to such proposed assessment.
Section 4. ASSESSMENT NOTICE: The Treasurer shall mail or electronically mail to each Member whose lot is assessed at such Member’s record address, written notice of each annual assessment and the time and manner for payment thereof at least two (2) weeks prior to the time such assessment shall become due and payable.
Section 5. SUSPENSION: The Club shall not be required to transfer membership on its books or to allow the exercise of any rights or privileges of membership on account thereof to any Member or to any persons claiming under them unless or until all assessments and charges to which the same are subject have been paid.
Section 6. LIEN: The amount of any assessment, plus any other charges thereon, including interest at twelve percent (12%) per annum from the date of delinquency and costs of collection (including attorney’s fees), if any, shall constitute and become a lien on the lot so assessed when the Board causes to be recorded amongst the public records of Transylvania County, North Carolina, a notice of assessment which shall state the amount of such
assessment and such other charges and description of the lot which has been assessed; provided, however, that no such lien shall be recorded against any lot, record title to which is in the name of the developer of the Estates. Such notice shall be signed by any authorized officer of the Club on behalf of the Club. Upon payment of said assessment and charges in connection with which such notice has been so recorded, or other satisfaction thereof, the Board shall cause to be recorded a further notice stating the satisfaction and the release of the lien thereof.
Section 7. LIEN PRIORITY: Such lien shall be prior to all other liens recorded subsequent to said notice of assessment except that liens of first mortgages incurred for the purpose of construction a residence or other improvement and which are recorded in accordance with applicable law shall be superior to any and all such liens provided for herein.
Section 8. LIEN ENFORCEMENT: The lien provided herein may be foreclosed by suit by the Club in like manner as a mortgage and, in such event; the Club may be a bidder at a foreclosure sale. The Club may also pursue any other remedy against any Member owing money to the Club, which is available to it by law for the collection of debt.
ARTICLE VIII – MISCELLANEOUS
Section 1. RECORD DATE: The Board may fix a time in the future as a record date for the determination of Members entitled to notice of ballot. The record date so fixed shall not be more than thirty (30) days prior to the date of the meeting or election. When a record date is so fixed, only Members of record on that date shall be entitled to notice of and to vote at the meeting or election, notwithstanding any change of membership status after the record date.
Section 2. INSPECTION OF RECORDS: The membership roll or register or a duplicate thereof, the books of accounts and minutes of proceedings of the Members, the Board and any committee shall be open to inspection upon the written demand of any Member at any reasonable time and for a purpose reasonably related to his interests as Member.
Section 3. CHECKS AND DRAFTS: All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Club shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the Board.
Section 4. ANNUAL ACCOUNTING: An annual report and account, including a state of income and disbursements, shall be sent to the Members not later than one hundred twenty (120) days after the close of the Club’s fiscal year.
Section 5. CONTRACTS, EXECUTION OF: The Board, except as may be otherwise provided in these by laws, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument or document in the name of and on behalf of the Club, and such authority may be general or confined to specific instances. Unless otherwise specifically determined by the Board or otherwise required by law, formal contracts, promissory notes and other evidences of indebtedness, mortgages and other corporate instruments or documents requiring the corporate seal shall be executed, signed or endorsed by the President (or any Vice-President) and by the Secretary (or any Assistant Secretary) or the Treasurer.
Section 6. INSPECTION OF BYLAWS: The Club shall keep in its principal office for the transaction of business the original or a copy of the bylaws, as amended from time to time, certified by the Secretary, which shall be open to inspection by the Members at all reasonable times.
Section 7. DISSOLUTION: In the event of the dissolution of the Club, Article X of the Articles of Incorporation shall apply.
Section 8. RULES OF ORDER: During all meetings of the Members and Directors, the presiding officer will be guided by published Rules of Order, if previously adopted by the Board. However, the presiding officer, in his sole discretion, may waive application of any part or all of said Rules during all or any part of said meetings.
Section 9. COMPENSATION: With the exception of the Secretary and Treasurer, Directors and Officers shall not be compensated for services as such. The Board shall have the discretion of compensating the Secretary and Treasurer if it deems such compensation necessary. Directors, Officers and other Members of the Club may be reimbursed for expenses incurred in carrying out their authorized and assigned duties on behalf of the Club,
upon prior approval by the Board or its authorized designee.
Section 10. NOMINATING COMMITTEE: Before the thirtieth day of May, the Board shall appoint in writing a committee of not less than three nor more than five Members to serve as a Nominating Committee. The Chairperson of which shall be appointed by the Committee.
The Committee shall nominate candidates and accept nominations of Members in good standing to fill vacancies on the Board as of the next Members Annual Meeting.
To qualify as a candidate for the office of Director, one must be a Member in good standing (re: ARTICLE VII Section 5) and express a willingness to serve.
Section 11. OPEN MEETINGS: All Board meetings shall be open to all Members, but Members other than Directors and Officers may not participate in any discussion or deliberation, unless expressly so authorized by the Board.
Section 12. CONFLICT OF INTEREST: Where a potential conflict of interests on the part of any Officer or Director is identified, the Officer or Director with conflict should be removed from the decision-making process, if at all possible. The person with the conflict should not only refrain from voting but also be excused from any Board discussion involving the proposed transaction.
ARTICLE IV – INDEMNIFICATION OF OFFICERS, DIRECTORS ET AT:
Section 1. INDEMNIFICATION: The Club shall, to the full extent permitted by law, indemnify and hold harmless each person who shall serve as a director or officer or member of a committee of the Club from and against any and all claims and liabilities to which such person shall become subject by some reason of his/her having been a director or officer of the Club, or by reason of any action alleged to have been taken or committed by him/her as
such, and shall reimburse each person for all legal and other expenses reasonably incurred by him/her in connection with any such claim or liability; provided, however, that no such person shall be indemnified against or be reimbursed for any expense incurred in connection with any claim or liability arising out of his/her own willful misconduct or bad faith actions.
ARTICLE X – AMENDMENTS
Section 1. AMENDMENTS: New bylaws may be adopted or these bylaws may be amended or rescinded by the Board or by the vote or written assent of Members entitled to vote and exercise a three-fourth (3/4) majority of the voting power of the Club present, either in person or by proxy, at any annual or special meeting called for such purpose.