Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
|---|---|
| FORM 990, PART VI, SECTION A, LINE 3 | THE CLUB SWITCHED TO A PEO IN MARCH OF 2021 AND OUR EMPLOYEES IN 2023 WERE ISSUED UNDER THE PEO'S EIN. |
| FORM 990, PART VI, SECTION A, LINE 4 | SUMMARY OF SIGNIFICANT BYLAW CHANGES: 1. ARTICLE II MEMBERSHIP GENERALLY. ARTICLE II REORGANIZES MEMBERSHIP INFORMATION. MODIFICATIONS TO ARTICLE II INCLUDE THE FOLLOWING: A. SECTION 2.2 THE TERM "VOTING MEMBERS" IS NOW USED IN LIEU OF EQUITY MEMBERS. MEMBERSHIP SHALL BE RECORDED IN THE MEMBERSHIP ROLL INSTEAD OF ISSUING MEMBERSHIP CERTIFICATES TO VOTING MEMBERS. VOTING MEMBERSHIPS ARE NON-TRANSFERRABLE AND ARE CAPPED AT 340 AT ANY ONE TIME. B. SECTION 2.4 THIS SECTION SETS FORTH THE MEMBER ADMISSION PROCESS. REGULAR OR ASSOCIATE MEMBERS WHO ARE NOT GOVERNORS OR ON THE MEMBERSHIP COMMITTEE, WHO HAVE BEEN MEMBERS FOR 3 OR MORE YEARS CAN EXTEND INVITATIONS FOR MEMBERSHIP. MEMBERS WHO HAVE BEEN SPORTS MEMBERS FOR 5 OR MORE YEARS MAY RECOMMEND A SPORTS MEMBER FOR TRANSFER TO A REGULAR MEMBERSHIP. EXCEPT WITH RESPECT TO LEGACY-IN-TRANSITION MEMBERS, NEWLY ELECTED MEMBERS ARE CONSIDERED PROVISIONAL MEMBERS UNTIL APPROVED BY THE BOARD AT THE LAST MEETING THAT IS TWO YEARS FOLLOWING THE DATE THE PROVISIONAL MEMBERSHIP WAS ISSUED. THE BOARD WILL VOTE ON EXTENDING PERMANENT MEMBERSHIP, AND THE NAMES OF ALL PROVISIONAL MEMBERS ELIGIBLE FOR ELECTION WILL BE SENT TO ALL MEMBERS, FOR COMMENT NO LATER THAN 30 DAYS PRIOR TO THE LAST BOARD MEETING OF THE YEAR. IF 3 OR MORE GOVERNORS VOTE AGAINST EXTENDING PERMANENT MEMBERSHIP, IT SHALL BE DENIED. IF A PERMANENT MEMBERSHIP IS DENIED, THE PROVISIONAL MEMBER WILL RECEIVE A REFUND OF THEIR JOINING FEE LESS TAXES AND ANY OUTSTANDING FINANCIAL OBLIGATIONS OWED TO THE CLUB. SECTIONS 2.5 AND 2.6 THESE SECTIONS CLARIFY THAT MEMBERS ARE PERSONALLY RESPONSIBLE FOR THE CONDUCT AND CHARGES INCURRED BY THEIR IMMEDIATE FAMILY AND FOR ANY GUESTS ACCOMPANYING THEM. ACCOMPANIED GUESTS CAN USE THE CLUB FACILITIES CONSISTENT WITH THE SPONSORING MEMBER'S LEVEL OF MEMBERSHIP, AND ANY GUEST FEES AND RESTRICTIONS SHALL BE SET FORTH IN THE CLUB RULES. 2. ARTICLE V BOARD OF GOVERNORS AND GENERAL MANAGEMENT. ARTICLE V ADDRESSES THE POWERS AND DUTIES OF THE BOARD. CERTAIN PROVISIONS REGARDING BOARD POLICIES HAVE BEEN MOVED TO THE CLUB'S POLICIES AND DO NOT APPEAR IN THE BYLAWS. THE FOLLOWING CHANGES HAVE BEEN MADE TO THE BOARD STRUCTURE: A. SECTION 5.1 THE BOARD HAS BEEN REDUCED FROM 15 TO 11 MEMBERS, WITH THE CAVEAT THAT FROM 2023 THROUGH 2025 THE BOARD MAY CONSIST OF A LARGER NUMBER. FOR EACH ANNUAL MEETING IN 2023 THROUGH 2025, THE BOARD WILL DETERMINE THE NUMBER OF OPEN SEATS TO BE FILLED TO REDUCE THE BOARD SIZE WHILE MAINTAINING STAGGERED BOARD TERMS UNTIL IT REACHES 11 GOVERNORS BY 2026. GOVERNORS MUST BE VOTING MEMBERS IN GOOD STANDING OR THEIR SPOUSES. B. SECTION 5.2 THIS SECTION HAS BEEN REVISED TO CLARIFY THAT ONLY VOTING MEMBERS CAN ELECT GOVERNORS. INSTEAD OF ASSUMING OFFICE IMMEDIATELY UPON ELECTION, GOVERNORS NOW WILL ASSUME OFFICE JANUARY 1ST FOLLOWING THEIR ELECTION. GOVERNORS ARE LIMITED TO 3 CONSECUTIVE 3-YEAR TERMS, WITH THE EXCEPTION OF A GOVERNOR WHO SERVES AS PRESIDENT DURING SUCH 9-YEAR PERIOD, IN WHICH CASE THE TERM LIMIT FOR SUCH PERSON SHALL BE 12 YEARS. ANY GOVERNOR WHO HAS SERVED THE MAXIMUM TERM SHALL NOT BE PERMITTED TO SERVE AGAIN UNTIL AT LEAST 2 YEARS HAVE ELAPSED. C. SECTION 5.4 THE BOARD HAS THE SOLE AND EXCLUSIVE RIGHT TO DETERMINE MEMBERSHIP POLICIES, FINANCIAL OBLIGATIONS, AND TO ESTABLISH RULES. THE BOARD MAY SPEND UP TO $400,000.00 EACH YEAR (INCREASED FROM $200,000.00) FOR CAPITAL ITEMS WITHOUT A VOTE OF THE MEMBERS. THE BOARD WILL PREPARE AN ANNUAL CAPITAL BUDGET FOR SUBMISSION TO THE MEMBERSHIP FOR APPROVAL. FOR (I) ANY CAPITAL BUDGET IN EXCESS OF $2,000,000, (II) ANY SINGLE CAPITAL EXPENDITURE IN EXCESS OF $1,000,000, OR (III) ANY SUCH SINGLE EXPENDITURE THAT IS PLANNED TO BE COMPLETED OVER MULTIPLE YEARS, THE VOTE TO APPROVE THE BUDGET MUST BE BY AT LEAST SIXTY (60%) PERCENT OF THE VOTES CAST BY VOTING MEMBERS AT A DULY CONSTITUTED MEETING. 3. ARTICLE VI BOARD MEETINGS THE MAJORITY OF GOVERNORS CONSTITUTE A QUORUM, AND THE AFFIRMATIVE VOTE OF THE MAJORITY OF GOVERNORS WHO ARE PRESENT SHALL BE THE ACT OF THE BOARD. PROXY VOTING IS NOT ALLOWED. GOVERNORS MAY BE REMOVED FOR CAUSE BY AN AFFIRMATIVE VOTE OF 2/3 OF THE ENTIRE BOARD, OR A MAJORITY OF VOTING MEMBERS PRESENT AT A MEETING CALLED FOR THAT PURPOSE. "CAUSE" SHALL INCLUDE FAILURE TO ATTEND 3 CONSECUTIVE BOARD MEETINGS WITHOUT A REASONABLE EXCUSE, AND TERMINATION OF MEMBERSHIP. 4. ARTICLE VII OFFICERS OF THE CLUB. ARTICLE VII DESCRIBES THE DUTIES OF CLUB OFFICERS, AND THEIR ELECTION AND REMOVAL, ALL OF WHICH HAVE BEEN SIMPLIFIED AND UPDATED. CLUB OFFICERS INCLUDE A PRESIDENT, VICE PRESIDENT, SECRETARY, TREASURER, AND SUCH OTHER OFFICERS AS THE BOARD MAY APPOINT. OFFICERS SHALL BE ELECTED BY THE BOARD AT ITS REGULAR MEETING IMMEDIATELY FOLLOWING THE ANNUAL MEETING. OFFICERS SHALL SERVE FOR A TERM OF 1 YEAR AND UNTIL THEIR SUCCESSORS ARE ELECTED. CANDIDATES FOR THE POSITIONS OF PRESIDENT AND VICE PRESIDENT WILL BE REVIEWED AND THEN NOMINATED AT A BOARD MEETING NOT LATER THAN THE OCTOBER BOARD MEETING EACH YEAR. THE BOARD SHALL ALSO EMPLOY A GENERAL MANAGER/COO, WHO SHALL REPORT TO THE PRESIDENT. ALL CLUB DEPARTMENT HEADS SHALL REPORT TO THE GENERAL MANAGER/COO. OFFICER VACANCIES MAY BE FILLED BY THE BOARD AT ANY BOARD MEETING BY THE VOTE OF THE MAJORITY OF GOVERNORS PRESENT. OFFICERS MAY BE REMOVED, WITH OR WITHOUT CAUSE, BY AN AFFIRMATIVE VOTE OF TWO-THIRDS (2/3) OF THE ENTIRE BOARD. 5. ARTICLE IX REDEMPTION, RESIGNATIONS AND TRANSFER OF MEMBERSHIP. ARTICLE IX CONTAINS THE CLUB'S RESTRICTIONS AND POLICIES RELATING TO MEMBERSHIP REDEMPTION, RESIGNATION, TRANSFER RIGHTS, AND MEMBERSHIP RIGHTS UPON DEATH AND DIVORCE. MEMBERSHIP CERTIFICATES ARE REDEEMED AS PROVIDED IN CURRENT SECTION 9.1. MEMBERS MAY TRANSFER FROM ONE CLASS OF MEMBERSHIP TO ANOTHER IN ACCORDANCE WITH THE BYLAWS AND WITH BOARD APPROVAL, BY REQUESTING SUCH TRANSFER IN WRITING TO THE SECRETARY BY OCTOBER 15TH OF THE YEAR BEFORE THE TRANSFER IS REQUESTED TO BE EFFECTIVE. TO BE ELIGIBLE TO RESIGN A MEMBERSHIP, THE MEMBER MUST BE IN GOOD STANDING AND SUBMIT THE NOTICE OF RESIGNATION TO THE SECRETARY ON OR BEFORE OCTOBER 15TH OF THE YEAR, FOR THE RESIGNATION TO BE EFFECTIVE AS OF DECEMBER 31ST. THE BOARD HAS DISCRETION TO ACCEPT A RESIGNATION FOR A DELINQUENT MEMBER, AND COLLECT THE DELINQUENT AMOUNTS, INCLUDING OFFSETTING DELINQUENT AMOUNTS AGAINST ANY REFUNDS DUE TO THE RESIGNING MEMBER. UPON THE DEATH OF A MEMBER, THE SURVIVING SPOUSE MAY ELECT TO RETAIN THE MEMBERSHIP BY GIVING WRITTEN NOTICE TO THE SECRETARY BY THE LATER OF (I) OCTOBER 15TH OF THE CALENDAR YEAR OF DEATH, OR (II) 6 MONTHS AFTER THE DEATH OF THE MEMBER. IN THE EVENT OF A DIVORCE, THE MEMBERSHIP SHALL VEST IN THE MEMBER REFLECTED ON THE MEMBERSHIP ROLE. THE MEMBER MUST PROVIDE WRITTEN NOTICE TO THE CLUB AND A COPY OF ANY DIVORCE OR LEGAL SEPARATION, INCLUDING A CERTIFIED COPY OF THE COURT ORDER. THE BOARD HAS DISCRETION TO SUSPEND ALL PRIVILEGES OF A MEMBER'S SPOUSE PENDING A SEPARATION OR DIVORCE IF IT DETERMINES IT WILL CAUSE A DISRUPTION IN THE CLUB. IN THE EVENT A COURT GRANTS THE MEMBERSHIP TO THE SPOUSE, THEN THE CLUB SHALL HAVE THE RIGHT TO TREAT THE MEMBERSHIP AS RESIGNED. A FORMER SPOUSE MAY BE SPONSORED FOR MEMBERSHIP THROUGH THE CLUB'S ORDINARY PROCESS. 6. ARTICLE XI FINANCIAL PROVISIONS. THIS ARTICLE SETS FORTH THE FINANCIAL PROVISIONS OF THE CLUB, WHICH SHALL BE DETERMINED BY THE BOARD FROM TIME TO TIME. THE SALE OR ENCUMBRANCE OF REAL PROPERTY OR ANY CLUB ASSET WITH A VALUE IN EXCESS OF $250,000.00 (INCREASED FROM $100,000.00) MUST BE APPROVED BY A VOTE OF 60% OF THE VOTES CAST BY MEMBERS VOTING ON THE QUESTION. 7. ARTICLE XIII OFFICERS AND GOVERNORS INDEMNITY. ARTICLE XIII REQUIRES THE CLUB, TO THE FULLEST EXTENT PERMITTED BY NEW YORK LAW, TO INDEMNIFY AND HOLD HARMLESS EACH GOVERNOR, OFFICER, EMPLOYEE OR VOLUNTEER AGAINST ALL CLAIMS THAT ARISE OUT OF AND ARE DIRECTLY RELATED TO THE PERSON'S ACTIONS OR OMISSIONS AS A GOVERNOR, OFFICER, EMPLOYEE OR VOLUNTEER OF THE CLUB. THE CLUB'S DEFENSE AND INDEMNITY OBLIGATIONS ARE CONDITIONED ON THE PERSON HAVING ACTED IN GOOD FAITH AND IN A MANNER THE PERSON REASONABLY BELIEVED TO BE IN OR NOT OPPOSED TO THE BEST INTERESTS OF THE CLUB, OR WITH RESPECT TO A CRIMINAL PROCEEDING, IF THE PERSON HAD NO REASONABLE CAUSE TO BELIEVE THE CONDUCT WAS UNLAWFUL. IF AVAILABLE ON COMMERCIALLY REASONABLE TERMS, THE CLUB SHALL MAINTAIN AN INSURANCE POLICY THAT COVERS THE FOREGOING INDEMNITY AND ANY AMOUNTS PAID IN SETTLEMENT, JUDGMENTS, FINE AND REASONABLE EXPENSES, AND THE CLUB SHALL PAY ANY SUMS THAT EXCEED THE INSURANCE PROCEEDS RECEIVED. |
| FORM 990, PART VI, SECTION A, LINE 6 | THE CLUB WAS INCORPORATED AS A MEMBERSHIP ORGANIZATION |
| FORM 990, PART VI, SECTION A, LINE 7A | EACH VOTING MEMBER OF THE CLUB HAS ONE VOTE. MEMBERS MAY VOTE FOR SLATE PROPOSED BY THE NOMINATING COMMITTEE OR MANY PURPOSE AN OPPOSING SLATE. |
| FORM 990, PART VI, SECTION A, LINE 7B | MEMBERS MUST APPROVE CHANGES TO BY-LAWS. MEMBERS MUST APPROVE CAPITAL BUDGET IF IT EXCEEDS THE BOARD'S ANNUAL DISCRETION OF $400,000. MEMBERS MUST APPROVE SALE OF ASSETS WITH A VALUE GREATER THAN $250,000. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE TREASURER AND CONTROLLER REVIEW THE FORM 990 PRIOR TO FILING. |
| FORM 990, PART VI, SECTION B, LINE 12C | THE CLUBS WHISTLEBLOWER AND CONFLICT OF INTEREST POLICIES ARE REVIEWED AND SIGNED IN JANUARY EACH YEAR. |
| FORM 990, PART VI, SECTION B, LINE 15 | THE BOARD SOLICITS INPUT FROM THE LOCAL CLUB MANAGERS ASSOCIATION, THE CLUB'S OUTSIDE AUDITORS AS WELL AS AN INDEPENDENT CONSULTANT WHEN HIRING A GENERAL MANAGER. |
| FORM 990, PART VI, SECTION C, LINE 19 | THE CLUB DOES NOT MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, OR FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC. |
| FORM 990, PART XI, LINE 9: | CHANGE IN MEMBERS' CERTIFICATES -26,000. DEF. COMP. INTEREST INCOME -11,130. |
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