Founders Club Declaration

MISSION AND TRUTHS:

The mission of The Founder’s Club, LLC (“Founder’s Club” or “FC”) is to provide, via private association, a diverse group of people a community environment for social gatherings, events and meetings wherein members [and their permitted guests] may gather for general discussions, story sharing and respectful and congenial debate. The Founder’s Club is a private social club for those whose hearts burn with a love of life, liberty, and the pursuit of happiness. It is a place for those who love fine food and drink; a place to enliven one’s mind; a place to honor the men and women who forged our great nation and to carry on their radical ideals of liberty. But most importantly, it is home to those whose unwavering ambition is to leave to posterity a better world than they themselves inherited.

THE THREE PILLARS IN THE FOUNDER'S PHILOSOPHY

LIFE

The founders recognized that life is a sacred gift from above; that each individual is sovereign in his own being and that the mere state of existence, not status or class, brings about the enactment of one’s Natural Rights.

LIBERTY

The founders believed that the natural state of humankind is to be free and that one is entitled to act in his or her own enlightened self-interest provided that one’s interests don’t infringe unfairly upon another’s. This concept was radical in its day and remains so today. Liberty is fragile and must be preserved.

THE PURSUIT OF HAPPINESS

To the founding generation the pursuit of happiness had a more bountiful meaning. It was not limited to the material possessions and simple pleasures we might enjoy (even though that was part of it- just look at Benjamin Franklin as an example!). The Founder’s truly believed that the truest happiness is attained while In robust pursuit of the best one can be. Our forefathers and mothers saw one’s life as a beautiful tapestry to be woven, thread by thread, into the most magnificent scene one can possibly create. Yet, at the same time, they realized we are all human, our tapestries are frayed and flawed, each one not yet perfect. Thus, though perfection is unattainable, it is ones duty to pursue it none-the-less.

To further its mission and purposes, the Founder’s Club hereby declares the following truths:

Membership is open to select men and women interested in the history of the United States of America, and who enjoy fine food and spirits.

All members must be committed to the advancement of the preservation of historical aspects of United States of America for the enlightenment of current and future generations.

The Founder’s Club is a private association formed solely for the mission and purposes set forth herein and membership is available by invitation only.

To be eligible for membership, all potential members must be sponsored by another member in good standing.

Membership in good standing includes access to Founder’s Club facility, events, resources for members and their permitted guests and members only portions of Founder’s Club facility.

No person shall be excluded from membership in, or from any program or activity of, the Founder’s Club because of race, religious beliefs, gender, national or ethnic origin, sexual orientation, age (except those persons under 25 years of age), or physical disability.

MEMBERSHIP:

The Founder’s Club, LLC is a Georgia limited liability company that owns and operates a private association, which membership therein shall be by invitation only. Membership is open to individual persons only. There shall be no corporate or entity membership of any kind whatsoever. All individual members of the Founder’s Club shall be at least 25 years of age, unless otherwise agreed by the Chairperson. A member in good standing may sponsor an eligible prospective individual for membership and by written invitation to join the Founder’s Club. The prospective member’s application on the Founder’s Club approved form, accompanied by the initiation fee and applicable dues, shall be returned to the Chairperson. The applicant member shall be declared elected to individual membership upon the decision of the Chairperson. The individual membership of this Club may be divided into three classifications: Founding Fathers, Founding Mothers and Mirabilis. From time to time, the Chairperson may accept Apprentice membership, upon such terms and conditions as shall be determined by the Chairperson, in his sole discretion. Memberships are not transferable except upon the express written consent of the Chairperson, who shall grant or withhold any such consent in his sole discretion.

Members shall be deemed to have no ownership interest in the FC or its property or the property of FC’s affiliates. The American History Guild will loan to FC, from time to time, historical artifacts (collectively, “AHG Property”). Members shall be deemed to have no ownership interest in the AHG Property.

All members shall be entitled to all applicable licenses and privileges of the Founder’s Club, and all members shall share in its responsibilities. These responsibilities shall include support of its purposes and compliance with this Declaration and Founder’s Club Rules and standards of conduct.

The Chairperson shall establish Founder’s Club Rules, as amended from time and time, which shall include standards of conduct including conduct required at Founder’s Club facilities and events. Members agree to comply with said Founder’s Club Rules and Regulations including standards of conduct.

The Chairperson has sole discretion to terminate a membership for violation of this Declaration, the Rules and Regulations or standards of conduct including but not limited to late or nonpayment of fees or dues or conduct unbecoming a FC member. The Chairperson may expel, suspend, or decline to renew membership of any member (a) who violates the Rules and Regulations; (b) who does not at all times act consistent with this Declaration; (c) who acts in a manner inconsistent with standards of conduct; or (d) for other just cause.

Individual membership of the Founder’s Club is divided into three different types as described below. Each type shall be limited in number and shall receive the benefits and privileges as set forth in this Declaration.

The initiation fee shall be nonrefundable and payable when a membership application is filed with the Chairperson. Upon acceptance a new member and payment of all applicable fees and applicable dues being received by the Chairperson, each new member shall receive such materials and gifts as may be provided for new members by the Founder’s Club. All fees paid shall be returned to the applicant if the application is not accepted. Monthly dues shall be paid by all members no later the dates specified to maintain membership.

Upon acceptance of membership, all dues, fees and other applicable charges, will be charged to the member credit card on file. Members are responsible for all charges incurred on such member’s account, including those incurred by such member’s family members and guests. Members agree that FC may charge member’s account and applicable credit card(s) in accordance herewith. Each member agrees to pay all reasonable attorneys’ fees actually incurred, investigator fees, and costs in the event a member account is turned over for collection.

Members agree to pay the account in full when payment is due. Members hereby deemed to authorize FC and/or its affiliates to charge the member credit card(s) on file with FC for monthly charges. All members must have two (2) valid credit cards on file with FC at all times. Should the transaction not be completed with the primary card, the secondary card on file will be charged.

Each member shall be deemed to have read and agreed to conform to and be bound by the enrollment terms contained herein, and the FC Declaration, as may be amended from time to time.

EACH MEMBER HEREBY FULLY RELEASES AND DISCHARGES THE FOUNDER’S CLUB, LLC, ITS EMPLOYEES, AGENTS, SHAREHOLDERS, MEMBERS, CHAIRPERSONS, MANAGERS, AFFILIATES AND ASSIGNS FROM ANY LIABILITY, INJURY, LOSS, DAMAGE OR CLAIM ARISING FROM USE OF THE RESTAURANT AND THE FOUNDER’S CLUB AND ITS FACILITIES.

ACCESS TO FOUNDERS CLUB FACILITY:

Upon completion, members in good standing shall have access to The Founders Club facility known as Liberty Hall located at 33 South Main Street, Alpharetta, Georgia. Liberty Hall is a 4 story building and the main headquarters and meeting place of The Founders Club. Liberty Hall consists of the Republic restaurant on the main level, mezzanine level, 4th floor, roof top terrace and cellar levels. Members will have access to a storage cabinet on the 4th floor, as designated by the Chairperson. Liberty Hall will contract with a third party to operate the Republic restaurant. Most if not all FC events will occur at Liberty Hall, which events include a weekly lecture series and guest speaker events. The views and opinions expressed by guest speakers are those of the guest speakers and do not necessarily reflect the official policy or position of FC, its principals, members or Chairperson. Private rooms will be available by reservation on a first come, first serve basis for use by members in good standing, with priority given to members assigned to each room, as applicable.

Immediate Family Privileges: subject to availability, the member’s spouse (or the significant other of a member) and their unmarried children between the ages of twenty-one (21) and twenty-three (23) who are living at home, attending school on a full-time basis or in the military, are allowed the same usage privileges enjoyed by the member. Extended Family Privileges: subject to availability, the parents, and the adult children and grandchildren of the member or his or her spouse, and their respective spouses, are allowed the same usage privileges, subject to availability, enjoyed by the member, upon the payment of reduced fees and other applicable fees. Extended family members must be accompanied by the member at all times. Members are responsible to ensure that his or her family, extended family and guests comply with this Declaration, the Rules and standards of conduct.

Cigar smoking will be permitted in designated areas and the roof top terrace. Each Member, for himself or herself and guests, acknowledges the presence of cigar smoke in the FC Facility and at events accepts the associated risk including health risks, if any, associated with second hand smoke. Cigarette smoking shall not be permitted in the club. Warning: The Surgeon General has determined that cigar/cigarette smoking is dangerous to your health. Cigars are not a safe alternative to cigarettes. For more information visit http://www.surgeongeneral.gov.

CHAIRPERSON:

The Chairperson shall serve for life, is the chief executive officer of the FC and is responsible for fulfilling the mission of FC. The Chairperson presides at meetings of FC, if any, and the FC Executive Committee, if any; appoints all Committees; and has general supervision of the operation of the FC. The Chairperson shall be an ex officio member of all Committees of the FC and shall serve as one of the FC’s representative. The Chairperson is the only person that may take action binding upon the FC. The initial Chairperson shall be John T. Adams, who shall be succeeded by Ellen Adams. The Vice Chairperson shall be appointed by the Chairperson and shall act as Chairperson with the same powers and rights if the Chairperson is permanently unable to act. The initial Vice Chairperson shall be D. Tracy Ward.

ADVISORY BOARD:

The FC Advisory Board (“FCAB”) shall provide non-binding strategic advice to the Chairperson regarding the FC and its mission. The FCAB shall consist of the Chairperson and four (4) members selected by the Chairperson in his sole discretion, who shall serve at the pleasure of the Chairperson. The members of the FCAB shall share their professional expertise, diverse knowledge, their connections to local and national resource, colleagues and peers and other forms of needed assistance as requested by the Chairperson. The FCAB has no governing function within the FC. The FACB shall meet quarterly with the Chairperson and attend FC functions and events.

AMENDMENTS:

This Declaration, the Rules including the standards of conduct may be amended from time to time by the Chairperson, in the sole discretion of the Chairperson.

NO DUTY.

Member agrees and acknowledges that neither FC nor its Chairperson or principals is an agent or fiduciary of member or any other third party in connection with the FC or membership therein (and FC hereby disclaims any such fiduciary duties). Member agrees he or she shall not make, and hereby waives, any claim based on an assertion of such an agency or fiduciary relationship; and (iii) nothing herein will be construed to create a partnership, joint venture, agency, or employment relationship between FC and the Member. Member does not have authority to enter into agreements of any kind on behalf of FC, or otherwise bind or obligate FC in any manner to any third party, by virtue of the membership and/or the relationship contemplated by this Declaration.

INDEMNITY.

As a material part of the offer and acceptance of membership by FC, Member agrees to indemnify, defend and hold FC and its affiliates, their respective past, present and future principals, members, managers, officers, employees, agents, representatives, advisors and consultants (collectively, the “Indemnified Parties”), to the fullest extent lawful, free and harmless of, from and against any and all loss, injury, damage, claim, demand, liability, lien, cost or expense, including reasonable attorneys’ fees actually incurred and costs (collectively, “Losses”), arising out of, resulting from or in any way directly or indirectly connected to the FC, activities of Member or Member’s family members and guests or otherwise conducted with respect to the FC; provided, however, member shall not be liable under the foregoing indemnity and reimbursement agreement for Losses, which are finally determined (whether by a binding arbitration or in a judicial proceeding) to have resulted primarily from the willful misconduct or gross negligence of or by the Indemnified Parties. The foregoing indemnification obligations shall apply to all modifications of this Declaration and shall survive the termination of member’s membership and/or this Declaration.

LAWS.

Member agrees to comply with all applicable laws in connection with FC and membership therein. This Declaration shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to conflicts of laws principles.

ELECTRONIC SIGNATURES.

An electronic signature, as defined in O.C.G.A. § 10-12-1 et. seq., of a member shall have the same force and effect as an original of such signature(s) and member hereby agrees to be bound by any electronic signature(s) and by any electronic record of this instrument executed or adopted with one or more electronic signatures.