HomeMy WebLinkAboutMINUTES Stockholders Estes Park Golf and Country Club 1959-08-24Record of Proceedings
Minutes of a Special Meeting of -the Estes Park Golf and Country Club.
Meeting held in the Town Hall at Estes Park on the 16day of September, 1959 at
3 P.M.
This meeting held in accordance with "Notice of Special Meeting" mailed to all
stockholders under date of August 24, 1959.
At'the request of President E. C. Gooch and with the approval of those present,
Clarence Graves acted as temporary chairman of the meeting. Clarence Graves
opened the meeting and asked the Secretary to call the roll to determine if the
necessary number of shares of stock were represented in order to constitute a
quorum. The Secretary called the roll with the following shares reported in
person:
E. C. Gooch 1 share
Rocky Mtn. Met. Rec. Dist 16 shares
Town pf Estes Park . 1111 shares
Verne H. Fanton 1 share
(The Recreation District represented by Directors William Finlay, Edgar Stopher,
George Hix and Attorney H. F. Miller. The Town of Estes Park represented by
Mayor Clarence A. Graves.)
The following stock was represented by proxy:
Peter Hondius (by Clarence A. Graves 10 shares)
Howard P. James (by William J. Finlay 13 shares)
Chairman Graves declared 1521 shares of stock were represented thereby cons-
tituting a quorum.
The Secretary read in full the proposed amendments to the By -Laws. H. F. Miller
moved that the amendments to the By -Laws as prepared and read be adopted. Said
amendments are attached hereto and made a part of these minutes by reference
thereto. E. C. .Gooch seconded the motion. The roll being called the amendments
were unanimously adopted.
Chairman Graves announced that the election of Directors are in order. H. F.
Miller moved that the following persons be nominated for the Board of Directors:
C. A. Graves, Verne H. Fanton, William J. Finlay, H. F. Miller, R. C. Brodie,
C. M. Fulton, George Hix. E. C. Gooch seconded the motion. There being no
further nominations, H. F. Miller moved that the nominations be closed and
that the above persons be elected by acclamation and that the Secretary be
instructed to cast the unanimous ballot for the above nominated Directors.
E..C..Gooch seconded the motion. Upon roll call said motion unanimously
carried.
There being no further business, it was regularly moved, seconded and carried
that the stockholders meeting adjourn.
Attest:
Chairman
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Larimer County, Colorado
P. O. Box 785 Telephone 586-4461
PROXY FOR VOTING STOCK
KNOW ALL MEN BY THESE PRESENTS, That I, Clarence A. Graves,
being the Mayor and duly qualified to represent the stock
held in the name of The Town of Estes Park, Colorado, do
hereby constitute and appoint H.F. Miller of Estes Park, Colo.
my Attorney and Agent with full power of substitution, and in
my name, place and stead, to vote as my proxy at the regular
meeting of the stock holders of The Estes Park Golf and Country
Club to be held on September 11, 1961.
Witness my hand and seal this 22nd day of August, 1961
?o _
Cl?e A. Graves, Mayor
Town of Estes Park, Colo.
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF THE ESTES PARK GOLF AND COUNTRY. CLUB.
Notice is hereby given that a special meeting of the stockholders of
the Estes Park Golf and Country Club has been Called by the representatives
of a majority of the stock of said corporation issued and outstanding to
be held at the offices of the corporation at the Clubhouse in Estes Park,
Colorado, on the 16th day of September; 1959, at the hour of 3:00 o'clock
P.M. for the following purposes and ob ject3:
1. To consider the amendment of the By -Laws in the following respects:
a. That Section 1 of Article II of said By -Laws be amended to
read as f oliows :
"Section 1. The annual meeting of the stockholders of
this corporation shall be held at the Town Hall in Estes Park,
Colorado on the second Monday of September annually at the hour
of 2:00 o'clock P.M. beginning on the second Monday of September
of the year 1960; provided that when said day shall fall on a
legal holiday, such meeting shall be held on the following day
at the same hour and place."
b. That Section 6,of Article II of said Hy -Laws be amended to
read as follows:
"Section 6. Written or printed notice stating the place,
day and hour of the meeting, and, in case of a special meeting,
the purposes for which the meeting is called, shall be delivered
not less than ten nor more than fifty days before the date of
the meeting, either personally or by mail, by or at the direction
of the President, or the Secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to
vote at such meeting, except that if the authorized capital.
stock is to be increased, at least thirty days notice shall be
given. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.
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If requested by the person or persons lawfully calling such
meeting, the Secretary shall give notice thereof, at corporate
expense."
cy That Section 1 of Article'III of said By -Laws be amended
to read as follows:.
''Section 1. The affairs of this corporation shall be
controlled and managed by a board of seven directors, who
shall be elected by the stockholders at the annual meeting,
and who shall hold office for one year, unless sooner removed,
or until their successors are elected. Directors shall:be
remoirable in the manner provided by the statutes of Coloradoi"
d That Section 2 of Article III of said By=Laws be amended
to read as follows:
"Section 2. Stock ownership in the corporation shall not`
be, required as a qualification for election to or holding office
of a director or,officer of the corporation,"
e. That Section 5 of Article III of said By -Laws be repealed.
(Section 5 now provides that the transfer of all stock owned by a
director shall operate as a resignation of office.)
f. That Section 7 of Article III of said By --Laws be amended to
read as follows:
"Section 7. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately
after, and at the same place as, the annual meeting of shareholders.
The Board of Directors may provide, by resolution, the time and
place, A44berodithin ev-euttiiie Colorado, for the holding of
additional regular meetings, without other notice than such
resolution."
g. That Section S of Article III of said By -Laws be amended
to read as follows
"Section $. Special meetings of the Board of Directors
may be called by or at the request of the President or any
three directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place,
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either within Q42-evrtrsitte Colorado, as the place for holding any
special meeting of the Board of Directors called by them.
Notice of any special meeting shall begiven at least three
days previously thereto by written notice delivered personally'
or mailed to each director at his business address, or by notice.
given at least two days previously by: telegraph. If mailed,
such notice shall be deemed to be delivered when deposited in
the United States mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the
'telegraph company. Any director may waive. notice of any
meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose; of
objecting to the transaction of any business because the
meeting is not lawfully' called or convened. Neither the
business to be transacted at, nor. the purpose of, any regular
or special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting."
h. That Section 5 of Article V of said By -Laws be repealed.
(Section 5 now provides the.procedure for the collection of assess-
ments levied upon the stock'of;the corporation. By amendment to the
Articles of Incorporation, the stock of the corporation is now non
assessable.)
i. That Articles VII, VIII and X of said By -Laws be repealed.
(Article VII now provides certain procedures for the nomination of
candidates for the Board of Directors, procedures for holding the
election and the order of business at directors meetings; Article
VIII now provides for election of members, classes of members, dues,
visitors and guests and Article X provides forthe appointment of
a Greens Committee and a House Committee. Under the present
operations of the corporation, these'Articles appear to be
unnecessary.)..
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2. If the amendments to the By -Laws are adopted which remove the
qualification that a director must be a stockholder, there will be
presented to the special meeting of the stockholders the question of
whether or not a new Board of Directors should be elected at said
meeting, and if said election is so authorized, said election shall
be held at the meeting.
3. To consider such other business as may regularly come before
the meeting.
Dated August 24, 1959.
Signed: Clarence A. Graves, for The Town of Estes Park, a Stockholder.
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