2025 Annual Meeting Package

Page 1


March 17, 2025

Dear Fellow Member,

Enclosed for your review are documents relating to the topics to be discussed and voted upon at the Annual Meeting of Members that will occur in the Clubhouse on April 3, 2025, at 5:30 pm. (the "Annual Meeting"). You are encouraged to read this information carefully. The Board of Governors unanimously recommends that you vote in favor of each matter with respect to which your vote is requested.

Please find enclosed the following:

1. Notice of the Annual Meeting

2. A description of the project to construct a new Golf Course Maintenance Facility.

3. The Proxy Form, which we request that you complete and return to the Club. The Proxy asks you to vote separately on A) the funding of the construction of a new Golf Course Maintenance Facility. In voting in favor of the project, you will be deemed to have approved and adopted the Resolutions attached as Exhibit A as they relate to the proposal. In addition, it asks you to B) vote to elect members to the Board of Governors, who have been proposed by the Nominating Committee, for a three-year term. A bio of each nominee is enclosed.

Please sign, date and return the Proxy in the envelope provided. We urge you to do this promptly. Proxies must be signed and dated. Each Membership is entitled to one vote

During the Annual Meeting you will hear brief reports from a select few Governors responsible for some of the activities of the Club in addition to a presentation of the Golf Course Maintenance Facility Project.

The Proxy may be returned at any time prior to the conclusion of voting on April 3. The votes will be tabulated and the results will be announced at the Annual Meeting.

The Proxy may be mailed in the return envelope or dropped off with Susan Nabal at the Clubhouse.

NOTICE OF ANNUAL MEETING OF MEMBERS

Thursday, April 3, 2025, 5:30 pm

In accordance with Article VIII of the By-Laws, you are hereby notified that the Annual Meeting of the Membership of The Country Club of Florida will be held in the Clubhouse, Village of Golf, Florida on Thursday, April 3, 2025, at 5:30 pm for the following purpose:

1. To vote on the unanimous recommendations of the Board of Governors for the construction of a new Golf Course Maintenance Facility as set forth in the brochure enclosed with this notice.

2. To authorize the Board of Governors to negotiate and enter into financial obligations and to execute loan agreements, notes and any other instruments required to provide collateral for such indebtedness not to exceed $9.75 million ($2.75 million line of credit and a $7 million construction loan) for construction of a new Golf Course Maintenance Facility estimated to cost Eight Million Seven Hundred and Thirty Thousand Dollars ($8,730,000), and to effectuate and complete this capital improvement to the Club in accordance with the brochure enclosed with this notice.

3. To elect Members to the Board of Governors for the term indicated below and until their successors are duly elected and qualified.

To serve a three-year term ending 2028

Alex Darragh

Greg Malfitano

Bob Rex

The Nominating Committee was appointed in accordance with Article IX of the By-Laws and was comprised of Jay Allen, Mitch Engel, Alex Power, Alyson Walker, and Cathy Whitworth

Board of Governor Nominees

Alex Darragh -Ocean Ridge, FL/Evanston, IL

Alex Darragh and his wife, Linda, have been members of the Country Club of Florida since 2022. They are also members of the Ocean Club and the Glen View Club in Illinois. Alex presently serves on the Long-Range Planning and Finance Committees at CCF. Alex spent 4 years on the Board of Directors and currently serves on the Long-Range Planning Committee and chairs the Sustainability Committee. at the Glen View Club in Illino is.

Alex enjoyed a 45+ year career in investment and corporate real estate. Areas of expertise include strategic planning, long term capital management, finance, energy management and sustainability, facility operations and maintenance as well as real estate transaction activities. Alex has also served as a board member of several, member-driven, not-for-profit and professional organizations. During his tenure with these organizations, they wrestled with difficult capital investment decisions that required balancing priorities across multiple constituencies and were able to develop creative solutions that received approval across all parties. Alex earned his Master’s in Urban Policy Planning from Northwestern in 1980, and holds a Bachelor’s and a Master’s degree from Queens University in Kingston, Ontario. Both Alex and Linda enjoy golf, racquets, outdoor activities and travel. The couple has three adult children, two of whom currently reside in the Chicago area with a third in Denver, Colorado

Greg Malfitano – Village of Golf, FL

Greg and his wife Barbara have been members of CCF since 2018. Greg presently serves on the LRP and Member Relations Committee and chairs the Legacy Events at CCF. They are also members of the North Fork Country Club in Cutchogue, NY. Greg serves as Lynn University’s senior major gift officer. He began his career as an administrator for Lynn's President Emeritus Donald Ross and quickly rose in ranks from director of student services in 1977 to vice president for administration and student services in 1982. Greg has overseen the development of the campus master plan and has supervised major construction projects. For 50 years, Malfitano has called Lynn his "home away from home." He's a devoted steward of the university, working with leadership to fulfill institutional needs. Outside the university, he builds connections with those who share his belief in Lynn’s mission of providing an innovative, global and personalized education. Greg’s son, Ryan and his wife Kate, are also members of CCF. Greg and Barbara enjoy golf and spending time with their grandchildren.

Bob Rex – Hillsboro Beach, FL/Ardmore PA

Bob Rex and his wife Shari have been members of The Country Club of Florida since 2022. Bob serves on The CCF Green Committee and was helpful in the construction of the CCF Learning Center. Bob and Shari are also members of Merion Golf Club. At Merion, Bob currently serves on the Board, his involvement started in 2008. Over the years Bob has served as Grounds Chair of the US Amateur and Walker Cup, Grandstand Chair for the US Open, Ecology Chair of the Curtis Cup and Green Chairman for six years. Bob also served as Merion's Project Manager for the newly constructed Merion Maintenance Facility in 2012. Bob has been in the construction industry for over 40 years. He was founder of Superior Precast Consulting and retired in 2022. The company’s main focus was engineering and construction of precast concrete, bridges and soundwalls. One of their last projects was the massive Tappan Zee Bridge Project. The bridge connects NY and NJ. Bob earned his BA in Business Administration at Michigan State University. Bob and Shari enjoy golf, skiing and traveling and their grandchildren.

PROXY

The Country Club of Florida, Inc. Annual Meeting of Members April 3, 2025

I hereby appoint Board Member Chris Wheeler, with full power of substitution, my proxy to vote at the Annual Meeting of Members of The Country Club of Florida, Inc. (the "Club") on April 3, 2025, at 5:30 p.m., and at any continuation or adjournment thereof, with the same force and effect I might or could do if I were personally present at that meeting, as set forth below, and in his discretion upon all other business that may properly come before the meeting:

1. PROPOSAL : Golf Course Maintenance Facility Renovation

Approval to incur new indebtedness in excess of $500,000 (not to exceed $9,750,000) and to make capital improvements in excess of $1,000,000, with a total projected cost of $8,730,000, in accordance with and to implement the plan for the construction of a new Golf Course Maintenance Facility in accordance with Exhibit A attached here.

FOR

AGAINST

2.

PROPOSAL:

The Board of Governors unanimously recommends that you vote FOR this Proposal

Election to the Board of Governors

Election of the following persons to serve as a Member of the Board of Governors of the Club until such time that his or her successor is duly elected and qualified or until his or her earlier resignation or removal from office.

THREE YEAR TERM ENDING 2028

ALEX DARRAGH

⎕ FOR The Board of Governors unanimously recommends that you vote FOR this candidate.

⎕ AGAINST

GREG MALFITANO

⎕ FOR The Board of Governors unanimously recommends that you vote FOR this candidate.

⎕ AGAINST

BOB REX

⎕ FOR The Board of Governors unanimously recommends that you vote FOR this candidate.

⎕ AGAINST

(Continue on Back)

This proxy is solicited on behalf of the Board of Governors. This proxy will be voted in accordance with specifications made herein. In the absence of designation of preference, this proxy will be voted “for” the above propositions.

I authorize my proxy to vote on such other matters as may properly come before the meeting and to exercise all the discretions I would if personally present.

I hereby revoke any proxy or proxies heretofore given by me to any person or persons for the above purpose.

DATE:

Member’s Signature

Member’s Name (Please Print)

(Should you desire to vote in person, this form may be used as a ballot)

EXHIBIT A

RESOLUTIONS OF THE MEMBERS OF THE COUNTRY CLUB OF FLORIDA, INC.

April 3, 2025

Approval of a New Golf Course Maintenance Facility

WHEREAS, the Board of Governors (the "Board") of The Country Club of Florida, Inc. (the "Club") has determined that it is in the best interest of the Club and its members to make certain capital improvements to construct a new Golf Course Maintenance Facility: and

WHEREAS, the Board has unanimously recommended that the members of the Club approve, adopt and implement the construction of the new Golf Course Maintenance Facility.

NOW, THEREFORE, BE IT RESOLVED, that the plans relating to the construction of the Golf Course Maintenance Facility be, and they hereby are, authorized, adopted and approved; and be it

FURTHER RESOLVED, that the Board and any proper officer of the Club (each such person, an “Authorized Person”) be, and each of them hereby is, authorized in the name of the Club, to take, from time to time, all such actions and to execute and deliver any all such instruments, certificates, consents, amendments, and other documents deemed by such Authorized Person to be necessary or advisable to carry out the intent of the foregoing resolutions or to effectuate the implementation of the construction of the Golf Course Maintenance Facility (with any changes as any such Authorized Person executing the same shall approve, as conclusively evidenced by his or her execution thereof).

Turn static files into dynamic content formats.

Create a flipbook
Issuu converts static files into: digital portfolios, online yearbooks, online catalogs, digital photo albums and more. Sign up and create your flipbook.
2025 Annual Meeting Package by Thecountryclubofflorida - Issuu