Article I

NAME, LOCATION, AND CAPITAL STOCK

The name of this corporation is the Yost Lake Country Club, Incorporated under the laws of the State of Oklahoma, with an authorized capital of $5000.00 divided into 100 shares of $50.00.

Article II

PURPOSE

The purpose of the corporation is to own property and operate it as a country club for the use and benefit of the members as determined by the elected officers and to do all things necessary in connection therewith.

Article III

CORPORATE POWERS

The corporate powers of the corporation shall be vested in a board of seven directors who shall be stockholders, or the spouse of a stockholder, with their stock of record on the books of the corporation

Article IV

MEMBERSHIP

Section 1. All stockholders as shown on the club’s records on September 14, 1964 are members. Shares may be jointly owned by husband and wife, but there shall be only one membership per share. A member is entitled to all privileges and benefits of the club so long as his membership is in good standing.

Section 2. Any person who acquires a share of stock after September 14, 1964, in accordance with the provisions hereinafter set out, is a member.

Section 3. A member may not own more than one share of capital stock, and each share shall have one vote

Section 4. A members privileges extend to his “family” and his “guests”. “Family” shall mean those persons depending upon him for support or those he is legally required to provide.

“Guests” shall mean any person not a member invited by a member to the club property during the season. A member may have a number of free guests each year as established by the Board of Directors.

Section 5. A member, his family, and his guests shall abide by the rules and regulations of the club. Each member is responsible for his family and his guests. The member will pay promptly all damages caused by him, his family, or guests to any property belonging to the club or under its control; if unpaid the Treasurer shall Charge the member’s account for the loss sustained.

Section 6. Members will at all times conduct themselves in a proper and orderly manner and upon failure to do so shall be fined or suspended at the will of the Board of Directors.

Section 7. Any non-member who shall violate any of the rules of this club, be found intoxicated, or be guilty of ungentlemanly or un-lady like conduct, may be ejected from the grounds an dmay be barred from further admittance.

Section 8. A member shall promptly pay his dues and assessments as same are billed by the club. For each day after the stated due date that any portion of the bill is not paid, the member will be fined an additional ten dollars [$10] per day. Any member who may be in arrears for dues sixty (60) days, or shall fail or refuse to pay any fine, penalty or charge assessed against him for a like period of time, after due notice is given, shall be by the Board of Directors suspended from the club and barred from the grounds. Sixty (60) days following the suspension date, if there is failure, neglect, or refusal to pay all dues, fines, penalties, and charges, it shall be the duty of the Secretary to enter a forfeiture of his stock and membership to the club and to note such forfeiture upon the records of his office and from such time the said certificate shall be null and void.

Section 9. A member may rent his cabin with board approval. In so doing the renter shall be informed that he is expected to abide by the club rules and these provisions. The person to whom the cabin is rented shall pay the club a daily entrance charges at the same rate charged to the public. The member renting his cabin shall be responsible for the persons to whom rented, and those persons shall not be counted as guests. (Persons renting cabins shall have all recreational privileges as members during their stay on the club property.)

Article V

Powers and Duties of Directors

Section 1. The directors shall have general control and management of the affairs of the club and the power to adopt all such rules and regulations for the government and business of the club as they shall deem proper and as are not inconsistent with the provisions of this Constitution

Section 2. The directors shall pass upon locations, plans, and specifications of all building located on the ground of the club and no building shall be located without the approval of the Board of Directors. It is provided however that the Board of Directors shall not approve any plans that would permit the location of any cabin or extension or addition to any existing cabin closer to twenty-five (25) feet to the lake front or closer than twenty (20) feet to the next cabin. All plans for landscaping, addition to existing cabins, or for cabin sites in the future will be considered with the idea in mind that the lake front belongs to all.

Section 3. The directors shall have the power to fill all vacancies in any office or in the Board of Directors. Upon three consecutive unexcused absences or a total of four unexcused absences within a fiscal year from board or general membership meeting, an officer/director shall forfeit his/her position on the Board of Directors. All directors must be in good financial standing as directed by Article IV, Section 8. Failure to be in good standing can result in forfeiture of responsibility on the Board. The Directors shall employ a caretaker and such other personnel as may be required and to fix the compensation of all persons employed.

Section 4. The directors shall, prior to the start of the season each year, adopt such rules and regulations as they may deem necessary and they shall post the rules and regulations so adopted at prominent places on the club property and they shall further furnish each member with a copy. The directors will further provide for the distribution of a copy of the current year’s rules and regulations to persons entering a cabin from a member.

Section 5. The directors will cause to be kept by the Secretary a record to be known as the Corporation Record containing the minutes of the proceeding of all stockholders’ and directors’ meeting, a register of the stock issued, a record of the stock transferred and an account with each stockholder.

Section 6. The Board of Directors shall recommend to the stockholders dues and assessments as they may deem proper, subject to the stockholders’ approval.

Section 7. The directors shall meet upon written call ordered by the President and issued by the Secretary, and shall also call such meeting when requested to do so by four (4) members of the Board in writing, and in the event that the President shall refuse or neglect to have said call issued then the signers of said request may call such meeting upon like notice. It is also provided that the directors may waive the requirement of the written call of a board meeting by attendance at the Board meeting without voicing objection to the fact that a written call of the meeting was not given.

Section 8. The Board of Directors shall appoint a Designated Agent as required for corporations by Oklahoma State Law and ensure that the appointment of a Designated Agent is recorded with the Oklahoma Secretary of State.

Section 9. The directors shall have the power to appoint charter committees to carry out the work of the corporation. Committees shall be governed by a Charter specifying the name of the committee, the purpose of the committee, the scope of the committee, the number of members, the date of appointment, the duration of the committee, the authorities of the committee, the budget (if any) and the reporting of the committee (including dates due). The Board may appoint a committee as needed and must notify the general membership within 2 weeks of the creation of a committee. No committee shall continue past the next annual meeting of the corporation (club) without the (re-) approval of the general membership during the general meeting or a called special membership meeting. Standing committees may be appointed by the general membership at a regularly called meeting

Article VI

OFFICERS, THEIR POWER AND DUTIES

Section 1. The executive officers of this corporation shall be a President, a Vice-President, Secretary and Treasurer, all of whom shall be elected by the Board of Directors by a majority ballot or by voice vote from their own members within three days after the annual meeting. They shall hold their respective offices until the last Saturday in May after their election or until their successors are elected and qualified.

Section 2. President

The President shall be the executive officer of the corporation, and shall have general superintending powers and direction for all other officers and of all employees and shall see that their duties are properly performed. He shall cosign with the Secretary-Treasurer all orders or checks in excess of $1000.00 drawn on the treasury, and shall order the call of a special meetings of the Board of Directors or the stockholders, except as herein otherwise provided.

Section 3. Vice-President

The Vice-President shall perform the duties of the President in the absence or disability of the latter and during such period he shall have the powers of the President as set out herein.

Section 4. Secretary

The Secretary shall keep the minutes of all meetings of the Board of Directors and of the stockholders and shall be custodian of the books, records, and papers of the corporation. He shall keep a proper register of stock issued and records of transfer and the date of such issuance and transfers. The Secretary shall file all corporation reports with the exception of financial reports, which shall be the duty of the Treasurer. The Secretary shall serve all notices required either by law or the Constitution, and in case of his absence, refusal or neglect to do so, then such notice may be served by any person there-unto directed by the President.

Section 5. Treasurer

The Treasurer shall be the custodian of all the financial books, records, and papers of the corporation and shall issue and sign all orders or checks. He shall collect all monies due the club. He shall also keep a cash book showing the receipts of all monies, the date received, from whom received, and for what purpose. Likewise, a record of disbursements, the date paid, to whom paid, and for what purpose. The Treasurer shall file all corporation financial reports. The compensation of the Treasurer shall be set by the Board of Trustees.

Article VII

STOCK OWNERSHIP AND TRANSFER

Section 1. Before a share of stock can be transferred, the transferring member must endorse the certificate showing the name of the person to whom he desires to transfer the share, the certificate must then be presented to the Secretary for recording upon the books of the corporation and all sums of money due thereon shall be paid in full, and the Board of Directors shall then vote as to whether or not to approve the transfer to the proposed transferee.

Section 2. The corporation shall have the preference right to purchase the stock of any member desiring the transfer of it.

Section 3. The death of a stockholder shall be considered a transfer and all requirements pertaining to the transfer of a share as set out in this article must be met, except the surviving spouse of a deceased stockholder shall have the right to have their share transferred to him or her, and no action of the Board of Directors shall be necessary to accomplish this transfer to the surviving spouse.

Section 4. At the next meeting of the Board of Directors after the notice to the Secretary of the proposed transfer of the stock, the Board of Director shall vote upon the question as to whether the corporation itself shall purchase the said stock, and if the said vote shall be against the purchase the Board shall then vote by ballot upon the question as to whether the proposed transferee shall be admitted to membership in the corporation. A majority vote of a quorum of the Board of Directors shall be sufficient to decide the purchase by the Corporation of the share of stock so proposed to be sold, but it shall requite a majority vote of the entire Board of Directors to permit the sale and transfer to such proposed transferee.

Article VIII

MEETING AND ELECTIONS

Section 1. The annual meeting of the stockholders of the corporation shall be held on the Sunday of Memorial Day Weekend at the hour of 2:00 p.m., at such place as may be named in the Notice of the Annual Meeting.

Section 2. Notice of the Annual Meeting shall be given by the Secretary at least five (5) days prior thereto by mailing written notice to each stockholder at his last known place of address or delivered to him personally, the said notice stating the place, date, and hour of the annual meeting.

Section 3. A quorum shall consist of one-third (1/3) of the outstanding shares of stock, represented by stockholders present in person or by proxy but stockholders representing less than a quorum may adjourn to meet on a future date.

Section 4. At all stockholder’s meeting all stockholders shall be entitled to cast one vote and each stockholder present may vote not more than one proxy vote.

Section 5. All proxies shall be in writing and filed with the Secretary before voting and entered of record in the minutes of the meeting.

Section 6. At each annual meeting of the stockholders they shall elect by ballot either two or, in every third year, three directors to serve for a three-year period and until their successors are elected and qualified all in accordance with the schedule of elections as hereinafter set out, the stockholders shall transact such other business as may be presented for their consideration.

Section 7. The number of directors that will be elected at the annual stockholders’ meeting shall be either two or three directors serving for a three-year period in such manner as there shall always be seven directors serving as the Board of Directors as the elective officers of the corporation. At the annual meeting in 1964 there shall be two directors elected for a three-year term, at the annual meeting in 1965 there shall be two directors elected to serve for a three-year term, at the annual meeting in 1966 there shall be three directors elected to serve for a threeyear term and during the succeeding years thereafter the number of directors will be elected in accordance with the schedule herein above set out.

Section 8. The President shall preside at the annual stockholders’ meeting and the Secretary shall be charged with the responsibility of recording the action taken at the annual stockholders’ meeting.

Section 9. Special meeting of the stockholders may be called by the President; at any time he may deem the same is necessary. It shall be the duty of the President however to call a special meeting of the stockholders upon a request to him in writing signed by not less than fifteen (15) stockholders, and upon his refusal or neglect for a period of ten (10) days to order the said call issued, then the signers of said petition may call such a meeting. In all called meetings of stockholders a like notice shall be given as required under Section 2 of this Article for the annual meeting

Article IX

AMENDMENTS

This constitution may be altered, amended, or revised at any regular or special meeting of the stockholders provided in the notice of the calling of such meeting given in pursuance with the notice provisions as herein before set out shall contain the text of the amendment, revision, or alteration that is to be voted on by the stockholders at that meeting

Updated: March 18, 2016 Includes amendments to the Constitution since 1969