Page 7 - MPGC_By-Laws_Plus_FEBRUARY_2021

SECTION 2. GOVERNMENT.
Governance of the business and affairs of the Club shall be vested in a Board of Directors composed of not less than seven (7) nor more than twelve (12) Directors, all of whom shall be members in good standing. The Board has the authority to appoint a General Manager. Management of the day-to-day operations will be vested in the General Manager who will operate under the overall directives created by the Board.
SECTION 3. TERM OF OFFICE.
The term of office of a Director shall be three (3) years. The number of directors to be elected each year shall be determined by achieving no fewer than the minimum nor more than the maximum size of the Board specified above in Section 2. Nothing herein shall be construed as preventing a Director to succeed him/her self. Provided there are a sufficient number of candidates to achieve the minimum number of directors, no candidate shall be admitted to the board who receives less than 25% of the votes cast. Should the number of candidates receiving less than 25% of the vote be insufficient to make up the minimum board size, such candidates shall be admitted to the board in descending order of number of votes received until the minimum board size has been reached. In addition, unless required to achieve the minimum number of directors, no more than four (4) directors shall be elected in any one year.
SECTION 4. VACANCIES.
A Director, unless he/she resigns or dies, or unless he/she is removed as provided in this Article, shall hold office until a successor has been duly elected and the duties of the office accepted. Whenever a vacancy occurs in the Board, the President with the approval of the Board shall appoint a member to serve until the next annual meeting of the Club.
SECTION 5. REMOVAL FROM OFFICE.
A Director may be removed from office by a vote of two-thirds of the Directors, whenever, in the judgment of the Board, the best interests of the Club will be served thereby.
SECTION 6. DUTIES.
A. It shall be the duty of the Board to carry out the purposes of the Club subject to the Articles of Incorporation and these By-Laws. The Board shall have the power to:
1. Make rules for the admission of new members and admit members pursuant to those rules; 2. Suspend or expel members for cause including non-payment of dues or other charges;
3. Regulate the use of the Club and the conduct of members and guests using the Club;
4. Fix the dues and other charges for the use of the Club by members and guests;
5. Adopt a rule it considers necessary for the proper management of the Club;
6. Fix and impose a penalty for a violation of these By-Laws or a rule or regulation adopted by
the Board;
7. Set the job description and parameters under which the General Manager shall operate.
B. If the Board proposes to expand Club facilities to include a swimming pool, tennis courts, or elaborate dining facilities, sell any Club real property, or eliminate greens fee play, it shall submit a proposal to the members in accordance with Article VIII.
SECTION 7. MEETINGS.
A. The Board shall hold meetings monthly, preferably on the first Monday after the first Tuesday of each month, and such additional meetings as may be called by the President.
B. A member may attend a Board meeting and may speak on a specific subject only if the member files a written request with the Club office identifying the subject at least three (3) days prior to the meeting. The President may limit the time a member may speak.
C. The Board may exclude members from certain discussions including personnel, legal, and disciplinary matters.
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