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Amendment to Multnomah Athletic Club Bylaws


Posted July 7, 2010


In accordance with Article XII of the Multnomah Athletic Club Bylaws, the Board of Trustees posts the fol- lowing amendments to Articles II, IV and VIII of the Bylaws. The proposed changes are indicated by underline (additions) and strikethrough (dele- tions) as shown below. Explanatory notes are in italics and underlined. As provided in the Bylaws, after a posting period or 90 days on the club website and on the club bulletin board and after publication in The Winged M, the proposed amendments become effective upon the affirmative vote of three-fourths of all trustees then in office. Member comments may be addressed to the Executive Office, at- tention General Manager Norm Rich. Comments are accepted during the 90-day posting period.


ah


BYLAWS OF MULTNOMAH ATHLETIC CLUB


Article II. Members and Memberships. Section 1.


I of b nts


the es


d in


ter a the


ub the


me vote


As provided in the Bylaws, after a posting period or 90 days on the Club Website and on the Club bulletin board and after publication in The Winged M, the proposed amendments become effective upon the affirmative vote of three-fourths of all trustees then in office. Member comment may be addressed to the Executive Office, attention Norm Rich, General Manager. Comments will be accepted during the 90-day posting period.


As provided in the Bylaws, after a posting period or 90 days on the Club Website and on the Club bulletin board and after publication in The Winged M, the proposed amendments become effective upon the affirmative vote of three-fourths of all trustees then in office. Member comment may be addressed to the Executive Office, attention Norm Rich, General Manager. Comments will be accepted during the 90-day posting period.


rreeccommend action to the Board. If he ommend action to the Board. If the Section 3.


Election of Trustees


Membership Committee recommends approval of the application, the Club shall post a notice on tthe Club bulletin board with the nam of the aapplicant, the names of those proposing and ding and the date of the application. The


Membership Committee recommends approval (4)


pplicant, the names of those proposing and sseecconding and the date of the application. The Club shall also mail the names


monthly statements. ((5) The Board shall take no ) The Board shall t ke no


l members of the Club as an enclosure in the may be gra


on an application until at east 30 days Nominating Committee.


of the application, the Club shall post a notice on candidates, the Board of Trustees de ermines that


If after the posting of trustee


he Club bulletin board with the name of the candidate’s prior actions evidence conduct


onseriously in conflict with the perf rmance of the fiduciary dut es r quired of all Trustee, it may aalll members of the Club as an enclosure in t e monthly statements.ed only upon a unanimous vote of the Board. A vote of no confidence will result in the eliminat5ion of the affected candidate. A


Club shall also mail the names of all applicants to ove f r a vote of no confidence. Such a motion


applicants to


aaccttiion on n application until at east 30 days have elapsed from the date h applicant's name was mailed to all members of the Club posted. Thereafter, th Board shall review and vote on tthe application. Two adverse v tes by Board members shall be sufficient to reject an


pplication.


onreplacement candidate shall be chosen by the have elapsed from the date he applicant's name was mailed to all members of the Club posted. Thereafter, the Board shall review and vote on he application. Two adverse votes by Board members sha l be sufficient to reject an


aapplication; provided, however, the Board shall ote a second time at the request of any member of the Board within 65 days of rejection of any aapplication.


Secretary shall certify the election results.


Rationale: This change correctly numbers the subsections. Article VIII. Committees. Section 1.


Committees. (1) The Club shall have the


pplication; provided, however, the Board sha l vvote a second time at the request of any member of the Board within 65 days of rejection of any the Adult Resident members, who have been such for at least six months, may sign a petition nominating any Adult Resident member as a


Rationale: This change recognizes the fact that not all members receive a mailed s atement every month, including: members on MACPay, members whose statements are sent to bill paying servic s, nonresident members who are billed quarterly and honorary


Article IV. Trustees. Section 3.


(4) the name, address and occupation of each


candidate so nominated to be posted on the Club bulletin board for a period of not less than ten days before the date of the Annual Meeting.


Election of Trustees


candidates, the Board of Trustees determines that a candidate’s prior actions evidence conduct seriously in conflict with the performance of the fiduciary duties required of a Trustee, it may move for a vote of no confidence. Such a motion may be granted only upon a unanimous vote of the Board. A vote of no confidence will result in the elimination of the affected candidate. A replacement candidate shall be chosen by the Nominating Committee.


If after the posting of trustee (56)


If candidates are


nominated by petition, the Board shall prepare a ballot with the names of all candidates for election as trustees.


(67) At the Annual Meeting, if


no candidates for election as trustees are nominated by petition, the candidates nominated


Rationale: This change adds one final step to the nominating process should something come to the attention of the Board subsequent to the posting of the nominees.


(45) Any two percent or more of Membership Classes.


The Club shall have the following membership classes: Adult Resident; Adult Nonresident; Junior and Intermediate; and Athletic, Member Coach, Social and Courtesy. The Board from time to time may, in compliance with applicable law, change or abolish membership classes or categories within membership classes.


Rationale: This change reflects the separate membership category of Member Coach as identified by the Athletic Committee.


Board in all cases to grant membership, the Membership Committee as described below shall review applications for membership and recommend action to the Board. If the


Membership Committee recommends approval of the application, the Club shall post a notice on (4)


Article IV. Trustees. Section 3.


including: members on MACPay, members whose statements are sent to bill paying services, nonresident members who are billed quarterly and honorary members.


Sect on 2. Admission of Members. (4) Subject to the powers of the Election of Trustees


18 | The Wınged M | AUGUST 2010 monthly statements.


the Club bulletin board with the name of the applicant, the names of those proposing and seconding and th date of the application. The Club shall al o mail the names of all applicants to all members of the Club as an enclosure in the


If after the pos ing of trustee


candidates, the Board of Trustees determines that a candidate’s prior actions evidence conduct seriously in conflict with the performance of the fiduciary duties required of a Trustee, it may move for a vote of no confidence. Such a motion may be granted only upon a unanimous vote of the Board. A vote of no confidence will result in


the Adult Resident members, who have been such for at least six months, may sign a petition nominating any Adult Resident member as a candidate for election as a trustee at the Annual Meeting, not exceeding, however, in any one petition, the number of trustees to be elected. Every such petition shall be presented to the Secretary of the Club not less than 60 days before the Annual Meeting. The Secretary shall cause the name, address and occupation of each candidate so nominated to be posted on the Club bulletin board for a period of not less than ten days before the date of the Annual Meeting.


(56) If candidates are


nominated by petition, the Board shall prepare a ballot with the names of all candidates for election as trustees.


(67) At the Annual Meeting, if


no candidates for election as trustees are nominated by petition, the candidates nominated


by the Nominating Committee shall be declared elected.


If candidates are nominated by petition,


the election of trustees shall be by secret ballot of the members entitled to vote. Those receiving the highest number of votes (for available trustee positions) shall be elected as trustees. The President, Vice President, Treasurer and Secretary shall certify the election results.


Rationale: This change correctly numbers the subsections.


Article VIII. Committees. Section 1.


Committees. (1) The Club shall have the


members receive a mailed statement every month, Meeting, not exceeding, however, in any one


petition, the number of trustees to be elected. Every such petition shall be presented to the


members.Secretary of the Club not less than 60 days before the Annual Meeting. The Secretary shall cause


Rationale: This change adds one final step to the nominating process should something come to the attention of the Board subsequent to the posting of the nominees.


(45) Any two percent or more of


Rationale: This change recognizes the fact that not a l candidate for election as a trustee at the Annual


following standing committees: Athletic, Budget and Finance, Communications, Ethnic Diversity, Food and Beverage, House, Member Events, Membership, Property and Strategic Planning. The Board from time to time may establish or dissolve other committees.


Rationale: The Board intends to make the Food and Beverage Committee a Board level committee upon approval of the revision to the Bylaws.


Section 7. Food and Beverage


by the Nominating Committee shall be declared elected.


the election of trustees shall be by secret ballot of the members entitled to vote. Those receiving the highest number of votes (for available trustee positions) shall be elected as trustees. The President, Vice President, Treasurer and Secretary shall certify the election results.


Rationale: This change correctly numbers the subsections.


Article VIII. Committees. Section 1.


Committees.


following standing committees: Athletic, Budget and Finance, Communications, Ethnic Diversity, Food and Beverage, House, Member Events, Membership, Property and Strategic Planning. The Board from time to time may establish or dissolve other committees.


Rationale: The Board intends to make the Food and Beverage Committee a Board level committee upon approval of the revision to the Bylaws.


Committee. The committee shall recommend, establish and monitor policies for the Club’s restaurants and Private Dining programs. The committee shall have not fewer than eight Adult Resident members.


Rationale: The Board intends to make the Food and Beverage Committee a Board level committee upon approval of the revision to the Bylaws. This section is deleted.


Committee. The committee shall recommend, establish and monitor policies and procedures for membership in the Club and, subject to the powers of the Board in all cases to grant membership, shall review applications for membership and recommend action to the Board. The committee shall have not fewer than eight Adult Resident members.


Section 7.


Section109. Membership Food and Beverage


Section1110. Property Committee.


committee shall recommend, establish, monitor and enforce rules of conduct for Club members. The committee shall have not fewer than eight Adult Resident members.


Section 98. Member Events


Committee. The committee shall recommend, establish and monitor policies, procedures and


The committee shall recommend, establish and monitor policies, procedures and capital budgets concerning the construction, improvement, maintenance and replacement of the Club's physical assets. The committee shall have not fewer than eight Adult Resident members.


Section 87. House Committee. The Section 1211. Strategic Planning


Committee. The committee shall recommend and monitor the Club’s strategic plan. The committee shall have not fewer than eight Adult Resident members, five of whom shall be members at large serving five-year terms and three of whom shall be trustees, one from each class. The President shall annually appoint at least one Adult Resident member from the membership at large for a term of five years and shall appoint one trustee from the first-year class for a three- year term.


Rationale: This change corrects the section numbers to reflect the deletion Food and Beverage Committee.


WM


Committee. The committee shall recommend, establish and monitor policies, procedures and programs for social activities and services to Club members. The committee shall have not fewer than eight Adult Resident members. As authorized from time to time by the Board, the social activities of the Club shall be divided into various categories under the direction of one or more committees, which shall be under the direction of the Member Events Committee.


Section 98. Member Events (1) The Club shall have the


Committee. The committee shall recommend, establish and monitor policies for the Club’s restaurants and Private Dining programs. The committee shall have not fewer than eight Adult Resident members.


If candidates are nominated by petition,


Rationale: The Board intends to make the Food and Beverage Committee a Board level committee upon approval of the revision to the Bylaws. This section is deleted.


Section 87. House Committee. The


committee shall recommend, establish, monitor and enforce rules of conduct for Club members. The committee shall have not fewer than eight Adult Resident members.


A DMINISTRATIVE


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