A judicial hearing for the official dissolution of the Country Club of Orangeburg Inc. as part of the club’s sale to Zeus Inc. is scheduled for Monday, April 13.

The hearing will seek to dissolve the Country Club corporation in favor of a transfer to Pin High Visions LLC, an entity organized by Orangeburg-based Zeus with unanimous support of the club’s board of directors.

The hearing will be held at 5 p.m. in the Orangeburg County Courthouse’s second floor courtroom. Circuit Court Judge James Williams Jr. is scheduled to hear the case.

Two months ago, about 270 Country Club members and its nine-member board voted to approve the sale of the club to Zeus, saying “a non-transfer in the current economic climate would be tantamount to a waste or misapplication of corporate assets.”

But some stockholders say they have been left out of the process. They express concern about the fairness of the transaction.

“I was not even informed of the hearing,” Charlotte resident Catherine Bossi said, noting she learned second hand from friends about the club being sold. Bossi lived in Orangeburg from 1996 to 2000 and is a stockholder in the club.

Announcement of the hearing appeared as a legal notice in The Times and Democrat on Tuesday, April 7.

Despite the distance, Bossi said she may attend the hearing.

“It has not gone up on the market and I don’t agree with somebody just being given the Country Club with all the property ... without going for fair market value,” Bossi said. “It is kind of like we have been kept in secret as to why he is getting it all for $1 plus debt. Is that a reasonable market value? There are a lot of what-ifs. I want to make sure this deal is fair and is not behind closed doors.”

Club shareholders are not named as formal parties in the legal case for dissolution of the corporation, but they are encouraged to attend the hearing, according to the published legal notice.

In the same notice, the plaintiffs note a “substantial portion of the inactive, non-dues-paying shareholders have not been found.”

Club officials say about 12,000 shares are outstanding.

The Country Club is about $850,000 in debt. It is valued at about $2 million.

Plaintiffs for the dissolution also note the transfer plan has already been approved by the club’s board and has received “overwhelming support among dues-paying shareholders.”

The transfer is said to be needed to ensure the club operates for at least three more years and provides Pin High time to “endeavor to rejuvenate the club facilities and make it available on an ongoing basis for recreational and social purposes as well as a resource for business recruiting and economic development.”

The proposal involves Zeus founder Frank P. Tourville Sr. taking over the debt and making improvements to the clubhouse, pool, golf course and tennis courts.

Country Club attorney James Walsh declined comment on the issue, citing “pending litigation.”

Zeus attorney Edward Menzie of Nexsen Pruet LLC said the company is “doing this out of love for the community.”

“Zeus feels that if it (Orangeburg) does not have a viable country club, this would hamper business and industry development in Orangeburg County,” he said. “This is why Zeus is willing to underwrite the operation for a minimum of three years to protect the county’s economic position as the economy recovers. The court will examine all the facts and be certain that everyone has acted properly.”

Menzie said if the dissolution is approved, Zeus is planning to take over the club immediately.

“They will run it as a new club and let the existing members join the new club at no charge,” he said.

Country Club President Hayne Culler said the sale is the only way to save the club.

“I think it will go through,” he said. “It has to go through. I don’t think we have any alternative.”

Culler said the desire to sell has been public knowledge for more than a year and there have been no takers. He defended the fairness of the transaction.

“We have not had one person,” he said. “Nobody is interested.”

Culler said the club has lost members, from about 635 in 2000 to about 300 now.

Wes Pickens, a former Country Club board member, stockholder and Orangeburg resident, says ideally there would be enough members to run the club and avoid a sale. Pickens said efforts to raise the membership level met with little success.

And he, too, as a stockholder is losing his initial investment.

“Tourville is the only person who had come forward and offered a solution to keep the club in operation,” he said, echoing Culler that an attempt was made to reach out to all stockholders. “Nobody was left off intentionally for any reason whatsoever.”

Pickens said some of the responsibility for engagement with the club also falls on the stockholder for “letting the club know who they are.”

But Sarah Shaffer, a Country Club member for the past 15 years and Orangeburg resident, says she is not entirely sure all due diligence has been made as part of the proposed sale.

“They have not made much of an effort to reach them,” Shaffer said of club officials’ comments about contacting stockholders. “We have stockholders coming out now that it (legal notice) has been in the paper.”

Shaffer says she does plan to attend the hearing, though she said she is unaware of any organized opposition to the sale.

Though fairly confident the judge will rule in favor of dissolution, Culler said the alternative would not bode well for the club.

“I don’t know what we will do with it,” he said. “We can’t afford to stay open. I reckon we will have to close.”

The Country Club began in March 1921 when a group of men met at the chamber of commerce to charter a country club, which would feature a nine-hole golf course, tennis courts, swimming area and social activities.

Growth of the club began in earnest during the 1960s when members approved the construction of an 18-hole golf course. The club moved to its present location in 1962.

T&D Staff Writer Gene Zaleski can be reached by e-mail at gzaleski@timesanddemocrat.com or by phone at 803-533-5551. Discuss this and other stories online at TheTandD.com

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