THIS AGREEMENT made and entered into as of the date hereafter set out between
_____________________, general manager/chief operating officer, hereinafter
sometimes referred to as “GM/COO” and _____________________ ,
a corporation duly incorporated under the laws of the State of ___________________
, acting herein by and through its duly authorized officers, hereinafter
referred to as the club.”
WITNESSETH
In consideration of the mutual promises and agreements herein contained, it
is agreed between the parties hereto as follows:
1.1 The club retains GM/COO as its chief operating officer for a period beginning
on_________________________ , __________ and terminating as provided in this
Paragraph 1.1 and Paragraph 3.1 hereof.
Provided, always, that in the sole judgement and decision of the
club, if GM/COO should become unable to serve as chief operating
officer or should fail to perform any of the obligations hereunder
for any cause including death or disability, then the club shall
have the right to terminate this agreement on days written notice.
1.2 Subject to the rules of the club, and subject to the provisions of this
Agreement, GM/COO shall have authority and responsibilities of the chief
operating officer to manage the operation of all club departments and administer
club policy. The GM/COO reports directly to the club president, is expected
to attend all Board of Directors meetings and is appointed acting Secretary/Treasurer
to take minutes of Board of Directors meetings and perform other duties as
generally pertaining to this office. GM/COO participates as an ex-officio
member of all committees such as but not limited to:
1. Executive
Committee
2.
Planning and Advisory Committee - Long Range Planning
3.
Budget and Finance Committee
4.
House Committee
5.
Greens Committee
6.
All Recreational Outlet Committees such as golf, tennis, swimming,
etc.
1.3 The club shall pay GM/COO a salary or deferred compensation income for
services hereunder at the rate of $ ________________ per month. The salary
will be reviewed by the club president annually for cost of living increase
and/or a merit increase, for recommendation to the Board of Directors.
1.4 The club agrees to furnish the GM/COO insurance benefits which all qualified
employees receive such as: a. Life Insurance; b. Disability Insurance; c.
Hospital, Medical and Dental Insurance; d. Accidental Death and Dismemberment
Insurance; e. Other negotiated coverages.
1.5 The club agrees to pay the agreed contribution to the club’s retirement
plan and other retirement benefits.
1.6 The club, during the terms of this Agreement, shall pay or reimburse the
GM/COO for all ordinary and necessary expenses incurred by the GM/COO in
performance of duties under this Agreement and in accordance with the policies
of budget approved by the club which includes but is not limited to:
a. Use
of club owned car when needed for club business
b. Meals
for GM/COO and family when dining at the club
c.
Entertainment allowance
d.
Medical examinations
e. Professional
dues
f. Educational
expense reimbursement
g. Travel
allowance
h. Uniform
allowance
i. Laundry
and dry cleaning
j. Club
use
1.7 In the event this Agreement is terminated for any reason, the club shall
pay to the GM/COO or appointed executors, administrators or legal representatives
an amount equal to the monthly installment of salary for the month in which
the termination occurred. All other amounts due GM/COO shall be settled as
of such date. Thereafter the club shall have no further liability or obligation
to the GM/COO or executors, administrator, or legal representatives.
1.8 The club, during the term hereof, shall furnish as a condition of employment
and without charge to GM/COO, meals each day during the time on duty. The
GM/COO when eating in one of the club’s dining rooms, shall sign for
food and beverage as members do.
1.9 The club shall allow GM/COO to be absent from duties at the
club a total of _____________________ weeks during each twelve
(12) months following the date hereof, in which time vacation is
included. Any vacation time not taken during the term of the Agreement
shall accrue and be carried forward from year to year. In addition,
it is contemplated that the GM/COO may wish to participate in various
local, state and national professional associations, but such participation
must have the prior approval of the president or an authorized
club officer.
1.10 The club shall, in accordance with Article __________ of the club’s
bylaws, indemnify the GM/COO who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the club) by reason of the fact that the GM/COO is or
was an employee of the club against expenses (including attorney’s fees),
judgements, penalties, fines, and amounts paid in settlement actually and reasonably
incurred by the GM/COO in connection with such action, suit or proceeding if
the GM/COO acted in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the club, and with respect to any criminal
action or proceeding, had no reasonable cause to believe any conduct was unlawful.
The termination of any action, suit or proceeding by judgement, order, settlement
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the GM/COO did not act in good faith and
in a manner which reasonably believed to be in or not opposed to the best interests
of the club, and with respect to any criminal action or proceeding, had reasonable
cause to believe that any conduct was unlawful.
2.1 GM/COO accepts employment as chief operating officer for the club, and
shall manage all the usual activities and is responsible for all functions
of the club operation.
2.2 GM/COO shall employ and supervise all club employees including: a. Clubhouse
Manager - Assistant to Manager; b. Golf Professional; c. Golf Course Superintendent;
d. Tennis Professional; e. Pool Director; f. Maintenance Supervisor; g. Controller-Office
Manager.
2.3 GM/COO shall represent the club organization to members, guests, and the
public as required to foster and support desirable relationships and club
image.
2.4 GM/COO shall establish policies and operating procedures for the club as
directed and approved by the Board of Directors. The GM/COO reviews hiring
selection of various supervisors, writes directives, manuals and work schedules
covering policies, rules, regulations and approves directives written by
department heads.
2.5 GM/COO shall be available at the club at all times required by the functions
hereunder during the term of this Agreement, except when on vacation or attending
professional association meetings or educational programs as set forth in
Paragraph 1.9. When absent on vacation or for association activity or for
any other reason, GM/COO shall leave a competent assistant manager to perform
GM/COO duties at the club and shall notify the club president in advance
of the absence of the name of the person in charge during such absence.
2.6 GM/COO shall abide by the _____________________ rules the same as a member,
to extent they apply to dress, conduct and club tradition.
2.7 GM/COO grants the club the right to use and publicize the name of the chief
operating officer in any publicity for or by the club during the term of
this Agreement.
2.8 GM/COO has ultimate authority over inter-departmental disputes and implements
policies concerning employee-employer relations. As head of all departments,
the GM/COO must be consulted as to policy and other changes in the operation
of each section. The GM/COO suggests changes and may direct the implementation
of the change. Although the GM/COO delegates authority to various department
heads, the GM/COO is still responsible for all operations of the club and
may make changes deemed necessary for the successful operation of the club.
2.9 GM/COO shall cooperate with the treasurer and controller in collecting
and keeping all monies of the club and disbursing them as directed by the
Board of Directors. The GM/COO shall oversee the accounts in books belonging
to the club, which shall be at all times open to the inspection of the Board
of Directors, to whom the GM/COO shall make monthly reports in writing of
the money received and paid out and the amount of funds on hand. The GM/COO
shall be prepared to make a report of the financial condition of the club
at the Board of Directors meetings and conduct all correspondence relating
to the financial matter of the club. The GM/COO shall, from time to time,
make recommendations to the Board of Directors as to the amounts which shall
be apportioned for the use of each committee and shall check the treasurer’s
books whenever requested by the Board of Directors, and shall supervise generally
the club’s finances.
2.10 GM/COO recognizes that the GM/COO duties to the club require full and
undivided attention and agrees not to engage in organized outside activities
or business which would dilute time with the club.
3.1
The term of the Agreement shall begin and be effective as of
_____________________ , __________ and shall continue
in force and effect, unless terminated in accordance herewith,
for a period of five (5) years from such date, and thereafter from
year to year unless canceled by either the club or the GM/COO upon
written notice delivered __________ days prior to any anniversary
date. Not later than_____________________ , __________ the GM/COO
agrees to present at least three (3) candidates capable of managing
the existing duties of the GM/COO to the Board of Directors.
3.2 If this contract is terminated by the club “without cause’ the
GM/COO shall be paid as termination compensation:
a.
An amount equal to the current one month’s salary for
each year of employment by GM/COO with the club, to a maximum of
eighteen (18) years full current insurance, fringes, and other
benefits during the severance period, including, but not limited
to, term life insurance, short and long term disability insurance,
medical insurance and pension contributions.
4.1 All notices, consents, waivers or communications required or permitted
hereunder shall be sufficient if given in writing and delivered personally
or by registered or certified mail return receipt requested, postage prepaid,
as follows (or to such other addressee or address as shall be set forth in
a notice given in the same manner):
If to the club:
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