PLAN OF MERGER AND CONSOLIDATION OF BERRY HILLS COUNTRY CLUB, INC. AND EDGEWOOD COUNTRY CLUB, INC. WITH AND INTO COUNTRY CLUB OF CHARLESTON, INC.

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1 PLAN OF MERGER AND CONSOLIDATION OF BERRY HILLS COUNTRY CLUB, INC. AND EDGEWOOD COUNTRY CLUB, INC. WITH AND INTO COUNTRY CLUB OF CHARLESTON, INC. Pursuant to the provisions of West Virginia Code 31E , the Berry Hills Country Club, Inc., a West Virginia non-profit corporation ( Berry Hills ), and Edgewood Country Club, Inc., a West Virginia non-profit corporation ( Edgewood ), adopt the following Plan of Merger and Consolidation for the purpose of consolidating Berry Hills and Edgewood with and into a newly formed West Virginia non-profit corporation to be created pursuant to this agreement, Country Club of Charleston, Inc. ( Country Club ). PARTIES TO THE MERGER: The parties to the merger are Berry Hills, Edgewood, and Country Club, each of which is a West Virginia non-stock, non-profit corporation. Berry Hills and Edgewood are both qualified as an organization exempt from federal income tax pursuant to Section 501(c)(7) of the Internal Revenue Code of 1986, as amended (the Code ), and Country Club will is formed to be and will apply for recognition of exemption in conjunction with the consummation of this consolidation. SURVIVING ENTITY: Both Berry Hills and Edgewood shall be merged with and into Country Club. Country Club shall be the surviving entity, and its mailing address and principal place of business shall be P.O. Box 11070, Charleston, West Virginia ASSETS AND LIABILITIES: On the effective date of the merger, the separate corporate existence of Berry Hills and Edgewood shall cease, and Country Club, as survivor of

2 the merger, shall succeed to all of the assets of and assume all of the legally enforceable obligations and liabilities, known and unknown, of Berry Hills and Edgewood. MEMBERSHIP: Membership categories will remain exactly as they currently exist at both clubs for a period of two years following the effective date of the Merger. For new members joining the club after the effective date of the merger, the new categories set forth in the Bylaws will apply. After the expiration of the two-year period following the effective date, all memberships will be converted into one of the new classes of membership set forth in the bylaws of Country Club. The existing categories of membership at both clubs and the new membership categories are set forth in the following chart: GENERAL MEMBERSHIP CATEGORIES: Edgewood Country Club Berry Hills Country Club Country Club of Charleston ECC General Membership Current Dues $ (Single $224.81) ECC Family Current Dues $ (Single $193.03) ECC Family Current Dues $ (Single $146.90) ECC <= 30 Family Current Dues $195 (Single $117) BHCC General Membership Current Dues $ BHCC Current Dues $ BHCC Current Dues $ BHCC <30 Current Dues $ CCC General Membership Proposed Dues $390 CCC Proposed Dues = $350 CCC <35 Proposed Dues = (Age*$100 = Annual Dues) CCC <35 Proposed Dues = (Age*$100 = Annual Dues) SOCIAL MEMBERSHIP CATEGORIES: Edgewood Country Club Berry Hills Country Club Country Club of Charleston ECC Social Membership Family Current Dues BHCC Social Membership CCC Social Membership -2-

3 $ (Single $168.71) Current Dues $ Proposed Dues $227 ECC Clubhouse Int. Family Current Dues $ (Single $118.09) ECC Club Jr. Family Current Dues $109 (Single $70) ECC Clubhouse Jr. Int. Family Current Dues $ (Single $81.90) BHCC Social Jr. Int. Current Dues $ BHCC Social Jr. Current Dues $ N/A CCC Social Jr. Int. Proposed Dues $175 CCC Social Jr. Proposed Dues $120 CCC Social Jr. Proposed Dues $120 OTHER MEMBERSHIP CATEGORIES: Edgewood Country Club Berry Hills Country Club Country Club of Charleston ECC Sr. Current Dues $ BHCC Sr. Current Dues $ CCC Sr. Proposed Dues $ ECC Non-Res A Current Dues $200 BHCC Non-Res A Current Dues $ CCC Non-Res A Proposed Dues $215 ECC Non-Res B Current Dues $76.83 BHCC Non-Res B Current Dues $ CCC Non-Res B Current Dues $100 ECC Golf Derricks Creek Current Dues $150 After 2 years must elect another eligible membership category ECC Associate Current Dues $ BHCC Associate Current Dues $ After 2 years must elect another eligible membership category ECC Dining Current Dues $ BHCC Dining Current Dues $100 After 2 years must elect another eligible membership category N/A BHCC Honorary/Charter CCC Honorary/Charter FOOD MINIMUM/SERVICE FEE: Currently, ECC has a $50 per month service fee, and BHCC has a quarterly minimum of $185 and a service of 21% on food and beverage. CCC will employ a $50 per month service fee for new members joining after the effective date of merger. BHCC members will continue to pay the food minimum of $185 and service charge of 21% on food and beverage for two years following the effective date of merger. Current ECC members will continue to pay a $50 per month service fee for two years following the effective -3-

4 date of merger. Two years after the effective date of the merger, all members will be subject to a service fee only, which is anticipated to be $50 per month. MEMBERS: Upon approval of this Agreement by the Board of Governors of Berry Hills and the Board of Directors of Edgewood, this Plan of Merger and Consolidation shall be submitted to the Members of Berry Hills and to the Members of Edgewood entitled to vote under W.Va. Code 31E et seq. and 31E et seq. The consummation of this Plan of Merger and Consolidation is conditioned upon the members of Berry Hills and the members of Edgewood having approved this Plan of Merger and Consolidation by vote in accordance with applicable law and the Articles of Incorporation and Bylaws of each such corporation. TAX EXEMPT STATUS: Country Club, as the surviving entity, shall take all such actions as shall be necessary to assure that following the merger it will in all respects continue to exist as a non-stock, non-profit corporation under the laws of the State of West Virginia, qualified as an organization exempt from federal income taxation pursuant to Section 501(c)(7) of the Code. ARTICLES OF INCORPORATION: From and after the effective date, the Articles of Incorporation of Country Club of Charleston, Inc., as attached hereto as Exhibit A, as the same may be amended from time to time as provided by law, shall be the Articles of Incorporation of the surviving entity. BYLAWS: From and after the effective date, the Bylaws of Country Club of Charleston, Inc., as attached hereto as Exhibit B, shall be the Bylaws of the surviving entity until the same shall thereafter be altered, amended, or repealed in accordance with the law, its Articles of Incorporation, or said Bylaws. -4-

5 DIRECTORS AND OFFICERS: From and after the effective date, the directors, referred to in the Bylaws as Board of Governors, and officers of Country Club of Charleston, Inc., shall be as set forth on Exhibit C. EMPLOYEES: Employees of Berry Hills and Edgewood shall continue as employees of Country Club of Charleston, Inc., after the merger subject to oversight of the Board of Governors. Nothing herein shall be construed as creating any third party rights in any employee to continue as an employee of the Country Club of Charleston, Inc. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BERRY HILLS: Berry Hills represents and warrants to and covenants with Edgewood that: a. Association Organization and Qualification of LLC. Berry Hills is duly organized, validly existing and in good standing as a nonprofit corporation under the laws of the State of West Virginia and has the corporate power to own all of its properties and assets and to carry on its business as it is now being conducted. b. Authorization of Agreement. Berry Hills has the power and is duly authorized to merge with Country Club pursuant to this Agreement. c. Absence of Material Change. There has been no material adverse change, or development involving a reasonably foreseeable prospective material adverse change, in or affecting the financial condition, businesses, properties, or results of operations of Berry Hills. d. Absence of Material Liability. Berry Hills has no material liabilities other than those liabilities disclosed on or provided for in the balance sheet as of December 31, 2011, and liabilities incurred since such date in the ordinary course of business consistent with past practices. -5-

6 e. Title to Property. Berry Hills (either directly or through an 80% controlled entity) has good and marketable title to all its property and assets, subject to no liens, mortgages, pledges, encumbrances or charges of any kind except liens reflected on its December 31, 2011 balance sheet and except liens for taxes and assessments not delinquent, and such other liens and encumbrances and imperfections of title as do not materially affect the value of such property as reflected on said balance sheet and which do not interfere with or impair its present or continued use. Except in the ordinary course of business, Berry Hills has not disposed of, or agreed to dispose of, any of its material properties or assets, nor has it leased to others, or agreed to so lease, any of such material properties or assets; f. Additional Covenants. Berry Hills covenants and agrees: (i) Subsequent to the date of this Agreement and prior to the Closing Date that it will operate its business only in the normal course and in a normal manner consistent with past practice. (ii) That it will promptly advise Edgewood of any material adverse change in the financial condition, assets, businesses, results of operations or prospects of Berry Hills, and any material breach of any representation, warranty, covenant or agreement made by Berry Hills in this Agreement; (iii) That it will maintain in full force and effect adequate fire, casualty, public liability, employer fidelity and other insurance coverage in accordance with prudent practices to protect Berry Hills against losses for which insurance can reasonably be obtained. REPRESENTATIONS, WARRANTIES AND COVENANTS OF EDGEWOOD: Edgewood represents and warrants to and covenants with Berry Hills that: -6-

7 a. Association Organization and Qualification of LLC. Edgewood is duly organized, validly existing and in good standing as a nonprofit corporation under the laws of the State of West Virginia and has the corporate power to own all of its properties and assets and to carry on its business as it is now being conducted. b. Authorization of Agreement. Edgewood has the power and is duly authorized to merge with Country Club pursuant to this Agreement. c. Absence of Material Change. There has been no material adverse change, or development involving a reasonably foreseeable prospective material adverse change, in or affecting the financial condition, businesses, properties, or results of operations of Edgewood. d. Absence of Material Liability. Edgewood has no material liabilities other than those liabilities disclosed on or provided for in the balance sheet as of December 31, 2011, and liabilities incurred since such date in the ordinary course of business consistent with past practices. e. Title to Property. Edgewood has good and marketable title to all its property and assets, subject to no liens, mortgages, pledges, encumbrances or charges of any kind except liens reflected on its December 31, 2011 balance sheet and except liens for taxes and assessments not delinquent, and such other liens and encumbrances and imperfections of title as do not materially affect the value of such property as reflected on said balance sheet and which do not interfere with or impair its present or continued use. Except in the ordinary course of business, Edgewood has not disposed of, or agreed to dispose of, any of its material properties or assets, nor has it leased to others, or agreed to so lease, any of such material properties or assets; f. Additional Covenants. Edgewood covenants and agrees: -7-

8 (i) Subsequent to the date of this Agreement and prior to the Closing Date that it will operate its business only in the normal course and in a normal manner consistent with past practice. (ii) That it will promptly advise Berry Hills of any material adverse change in the financial condition, assets, businesses, results of operations or prospects of Edgewood, and any material breach of any representation, warranty, covenant or agreement made by Edgewood in this Agreement; (iii) That it will maintain in full force and effect adequate fire, casualty, public liability, employer fidelity and other insurance coverage in accordance with prudent practices to protect Edgewood against losses for which insurance can reasonably be obtained. NON-SURVIVAL: The representations and warranties included or provided herein shall not survive the Closing Date. TERMINATION: This Plan of Merger and the transactions contemplated hereby may be terminated by mutual agreement Berry Hills or Edgewood, at any time prior to the Closing Date either before or after the meeting of the members. EFFECT OF TERMINATION: In the event this Plan of Merger shall be terminated as provided herein, all further obligations of Berry Hills and Edgewood hereunder or under any agreement reached in connection herewith shall terminate. CLOSING DATE: The execution of the documents and the consummation of the merger and consolidation as set forth herein shall be held at on such date and at such time as the parties hereto may agree. The time and date of closing are herein called the Closing Date. On the Closing Date, the parties shall cause the Articles of Incorporation for Country Club of Charleston, Inc., shall be filed with the Secretary of State of West Virginia, and, subsequent -8-

9 thereto, Articles of Merger, in the form attached hereto as Exhibit C, by and among Berry Hills, Edgewood and Country Club, with Country Club as the surviving entity, shall be filed with the Secretary of State of West Virginia. CONFIRMATORY DOCUMENTS FOLLOWING THE EFFECTIVE DATE OF THE MERGER: Country Club, Berry Hills, and Edgewood, by and through their officers, directors and members shall take such other and further action as shall be necessary and appropriate to accomplish and confirm the merger including, without limitation, the execution and recordation of confirmatory deeds, bills of sale and other similar documents. EFFECTIVE DATE: The merger shall be effective upon the close of business on the date of the filing of Articles of Merger with the Secretary of State of West Virginia. GOVERNING LAW; SUCCESSORS AND ASSIGNS; COUNTERPARTS; ENTIRE AGREEMENT: This Agreement (a) shall be governed by and construed under and in accordance with the laws of the State of West Virginia, (b) shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that this Agreement may not be assigned by any party without the written consent of the other parties hereto, (c) may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective and binding as to all parties when one or more counterparts shall have been signed and delivered by Berry Hills and Edgewood, and (d) embodies the entire agreement and understanding, and supersedes all prior agreements and understandings, between Berry Hills and Edgewood. EFFECT OF CAPTIONS: The captions in this Agreement are included for convenience only and shall not in any way affect the interpretation or construction of any of the provisions hereof. -9-

10 AMENDMENTS: This Agreement may be amended by the written agreement of Berry Hills and Edgewood, at any time prior to the Closing Date with respect to any of the terms contained herein. EXPENSES: Each of the parties hereto agrees to pay, without a right of reimbursement from the other party and whether or not the transactions contemplated by this Agreement shall be consummated, the costs incurred by it incident to the performance of its obligations under this Agreement and to the consummation of the Merger and of the other transactions contemplated herein, including the fees and disbursements of counsel, accountants and consultants employed by such party in connection therewith. PUBLIC ANNOUNCEMENT: Berry Hills and Edgewood each shall consult with the other prior to issuing any press releases or otherwise making public announcements with respect to the Merger and the other transactions contemplated hereby and prior to making any filings with respect to any third party. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form agreed to by both parties. EXECUTED as of this day of, BERRY HILLS COUNTRY CLUB, INC. By: Chairman of the Board By: Secretary EDGEWOOD COUNTRY CLUB, INC. -10-

11 By: Chairman of the Board By: Secretary -11-

12 EXHIBIT A CHARLESTON COUNTRY CLUB, INC. ARTICLES OF INCORPORATION -12-

13 ARTICLES OF INCORPORATION OF COUNTRY CLUB OF CHARLESTON, INC. The undersigned, acting as incorporator of a corporation under West Virginia Code 31E-2-202, adopts the following Articles of Incorporation for such corporation, FILED IN DUPLICATE: ARTICLE I Name The name of the Corporation is Country Club of Charleston, Inc. ARTICLE II Principal Office and Address The address of the principal office of said Corporation shall be P.O. Box 11070, Charleston, West Virginia ARTICLE III Purpose The Corporation is organized and at all times hereafter shall be operated exclusively for pleasure, recreation, and other social club purposes within the meaning of 501(c)(7) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the Code, which shall include any subsequent corresponding Code of Federal tax law). ARTICLE IV Incorporators The full name and address of the incorporator is: NAME ADDRESS B. Scott Miller 1 Berry Hills Road Charleston, WV Robert Reishman 1600 Edgewood Drive Charleston, WV

14 ARTICLE V Agent for Service of Process The name and address of the appointed person to whom notice or process may be sent is: Attn: President, Country Club of Charleston, Inc., P.O. Box 11070, Charleston, West Virginia ARTICLE VI Board of Governors The management of the Corporation shall be vested in a Board of Directors (hereinafter referred to as a Board of Governors ) of not less than three (3) individuals either elected at the annual meeting of the Board of Governors or serving as ex officio members. Of the members of the Board of Governors originally elected, if any, to the Board at the first annual meeting, one-third of such members elected shall serve a term of three (3) years, one-third of such Directors elected shall serve a term of two (2) years, and one-third of such Directors shall serve a term of one (1) years. Thereafter, the term of each elected Board member shall be three (3) years. At all times, the Board of Governors shall have staggered terms which shall be determined by dividing the number of total members of the Board of Governors, other than ex officio directors, into three groups, with each group containing approximately the same percentage of the total number of directors, as possible, such that one group of Directors shall be elected at each annual meeting. The number of members constituting the initial Board of Governors of the Corporation is twelve (12), and the names and addresses of the persons who shall serve as Board members until their successors are elected and shall qualify are: NAME Dale Clowser Derek Godwin Ed Gaunch Kent Harwell Scott Miller Brace Mullett ADDRESS 1600 Edgewood Drive Charleston, WV Berry Hills Road Charleston, WV Edgewood Drive Charleston, WV Berry Hills Road Charleston, WV Berry Hills Road Charleston, WV Edgewood Drive Charleston, WV

15 Robert Reishman Raj Shah Salem Smith James Snyder Mark Staun Paul White 1600 Edgewood Drive Charleston, WV Berry Hills Road Charleston, WV Edgewood Drive Charleston, WV Berry Hills Road Charleston, WV Berry Hills Road Charleston, WV Edgewood Drive Charleston, WV ARTICLE VII Non-Profit Corporation The Corporation shall be a nonprofit Corporation, shall not make distributions and shall not have or issue any stock. ARTICLE VIII Members The Corporation shall have the following classes of Membership: General, Junior Intermediate, Junior, General Social, Junior Intermediate Social, Junior Social, Senior, Non-Resident, Honorary/Charter Membership, and such other membership classes as the Board of Governors shall determine. Note, for a period of two years following the effective date of the merger of Edgewood Country Club, Inc., and Berry Hills Country Club, Inc., with and into the Corporation, the membership designations in existence at those corporations on the effective date of the merger shall continue for a period of two years as membership class of the Corporation as set forth in the Plan of Merger and Consolidation. General, Junior Intermediate, Junior, and Senior Membership classes shall have voting privileges of Members of nonprofit corporations under the laws of the State of West Virginia. General Social, Junior Intermediate Social, Junior Social, Non-Resident, and Honorary/Charter Membership shall not have any voting privileges as Members and shall not be eligible to hold office. -15-

16 The election, qualification, obligations, and rights of the Members shall be as described in the Bylaws. ARTICLE IX Internal Affairs Provisions for the regulation of the internal affairs of the Corporation are: A. The business of the Corporation shall be managed by its Board of Governors, who shall constitute the governing body of the Corporation. B. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its board members, members, trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III herein. C. No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of or in opposition to any candidate for public office. D. No director of the Corporation shall be liable to the Corporation or its member for monetary damages for any action taken, or any failure to take any action, as a director, except liability (i) for the amount of any financial benefit received by the director to which he or she is not entitled; (ii) for an intentional infliction of harm on the Corporation or the member; (iii) for a violation of W. Va. Code 31E regarding unlawful distributions; or (iv) for any intentional violation of criminal law. No director shall be held personally liable for negligence, either through act or omission, or whether actual or imputed, in the performance of managerial functions performed on behalf of the Corporation to the fullest extent provided by law including but not limited to W. Va. Code 55-7C-3. Additionally, to the fullest extent provided by law, any officer or director of the Corporation shall be considered a "qualified director" pursuant to W. Va. Code 55-7C-2. E. Each person who was or is a party or is threatened to be made a party to or is involved (including, without limitation, as a witness or deponent) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise in nature (a Proceeding ), by reason of the fact that he or she, or an estate for which he or she is the administrator or executor or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the written request of the Corporation's Board of Directors, president or their delegate as a director, officer, employee or agent of another corporation, -16-

17 partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of the Proceeding is alleged action or omission in an official capacity as a director, officer, trustee, employee or agent or in any other capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by law, including but not limited to the Code of West Virginia of 1931, as amended and as the same may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to such amendment), against all expenses, liability and loss (including, without limitation, attorneys' fees and disbursements, judgments, fines, ERISA or other similar or dissimilar excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnity in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors of the Corporation; provided, further, that the Corporation shall not indemnify any person for civil money penalties or other matters, to the extent such indemnification is specifically not permissible pursuant to federal or state statute or regulation, or order or rule of a regulatory agency of the federal or state government with authority to enter, make or promulgate such order or rule; and, provided, further, that the Corporation shall not indemnify any such person for liability for any action taken, or any failure to take any action, as a director for (i) receipt of a financial benefit to which he or she is not entitled; (b) an intentional infliction of harm on the Corporation or its member; (c) a violation of W. Va. Code 31E regarding unlawful distributions; or (d) an intentional violation of criminal law. Such right shall include the right to be paid by the Corporation expenses, including, without limitation, attorneys' fees and disbursements incurred in defending or participating in any such Proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such Proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, in which such director or officer agrees to repay all amounts so advanced if it should be ultimately determined that such person is not entitled to be indemnified under this section or otherwise. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interest of the Corporation, or that such person did have reasonable cause to believe that his or her conduct was unlawful. If a claim under this section is not paid in full by the Corporation within 30 days after a written claim therefor has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful, in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending -17-

18 or participating in any Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the applicable law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its member) to have made a determination prior to the commencement of such action that indemnification or reimbursement of the claimant is permitted in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its member) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The right to be indemnified or to the reimbursement or advancement of expenses pursuant hereto (i) is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Corporation and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto. Any director or officer of the Corporation serving, in any capacity, (i) another Corporation of which five percent or more of the shares entitled to vote or five percent of the available votes in the election of its directors is held by the Corporation, or (ii) any employee benefit plan of the Corporation or of any Corporation referred to in clause (i), shall be deemed to be doing so at the request of the Corporation. The rights conferred on any person hereunder shall not be exclusive of and shall be in addition to any other right which such person may have or may hereafter acquire under any statute, provision of these Articles of Incorporation, Bylaws, agreement, vote of its member or disinterested directors or otherwise. -18-

19 The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under West Virginia law. F. In furtherance of its purposes, the Corporation is empowered to exercise all rights and powers conferred by the laws of the State of West Virginia upon nonprofit corporations, including, without limitation, to receive gifts, devises, bequests and contributions in any form, and to use, apply, invest and reinvest the principal and/or income therefrom or distribute the same for the purposes stated in Article III herein. ARTICLE X Dissolution In the event of dissolution of the Corporation, after payment of all necessary expenses thereof, all of the assets and property of the Corporation shall be distributed, as the Board of Governors of the Corporation may determine, to (1) any other or successor organization then in existence in West Virginia having the same purposes as the Corporation, if such organization then qualifies for taxexempt status under Code 501(c)(7); (2) any organization organized for one or more exempt purposes within the meaning of Code 501(c)(7), if such organization then qualifies for tax-exempt status under Code 501(c)(7); or (3) to organizations described in above clause (1) and to organizations described in above clause (2) of this Article XI. IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on this th day of, 2012., Incorporator, Incorporator {C }

20 EXHIBIT B CHARLESTON COUNTRY CLUB, INC. BYLAWS 20

21 COUNTRY CLUB OF CHARLESTON BY-LAWS Article I Name and Office Section 1. Name. The Club, a non-stock, nonprofit corporation organized under the laws of the State of West Virginia, shall be known as the Country Club of Charleston ( Club ). Section 2. Office. The principal office of the Club shall be in the City of Charleston, County of Kanawha, and State of West Virginia. The Club may have such other offices and carry on its activities at such other locations as may be established from time to time by the Board of Governors. Section 3. Fiscal Year. Each fiscal year for the Club shall commence January 1 and end December 31. Article II Government Section 1. The government and management of this Club shall be vested in a Board of Governors, consisting of twelve (12) members, and the officers and committees hereinafter authorized. The officers of this Club shall be President, Vice President, Secretary and Treasurer. Article III Board of Governors Section 1. Government. The initial Board of Governors shall consist of twelve (12) members, six (6) each from the former Berry Hills Country Club and Edgewood Country Club. Those six (6) members shall be selected by the respective Clubs' existing Board of Governors prior to the time of the merger of this Club. Those initial twelve (12) members shall serve staggered terms of four (4) members (2 from the former BHCC and 2 from the former ECC) for three (3) years; four (4) members for four (4) years, and four (4) members for five (5) years. Beginning in the fourth year the election set out under Section 2 of Article III shall commence. Section 2. Elections. The Board of Governors of this Club shall consist of twelve (12) members and shall be so constituted that the terms of four (4) of its members shall expire each year, and at each annual meeting four (4) members shall be elected by ballot for three (3) year terms to fill the vacancies caused by the expiration of the terms of the retiring members. At such election each Club member present, in person or by proxy, shall vote for the number of Governors to be elected, and the required number receiving the highest number votes shall be declared elected. Board members are eligible for reelection. 21

22 Section 3. Quorum. A majority of the Board will constitute a quorum, and an affirmative vote of the majority of those present at any meeting shall be necessary to the adoption of any resolution. Section 4. Meetings. Regular meetings of the Board shall be held once each month on a date and at a place fixed by the President and at such other times and places as the Board may from time to time designate by resolution. Special meetings of the Board of Governors may be called by the President, Vice President, or any five members of the Board of Governors. Such special meetings shall be held in Kanawha County, West Virginia, and notice of such meetings will be mailed to each Board member at their last known post office address, or by electronic mail, at least five days before the time of the meeting. Any action of a majority of the Board, although not a regularly called meeting, and the record thereof, if assented to in writing by all other members of the Board, shall always be as valid and effective in all respects as if passed by the Board in regular meeting assembled. No notice of special meeting at which all the Board members are present shall be required, and the same will constitute a legal meeting. Section 5. Record of Proceedings. The Board of Governors shall cause a record of their proceedings to be kept by the Secretary of the Club, or by a Secretary pro tempore. The records shall be verified by the signature of the person acting as Secretary and of the chairman of the meeting. Section 6. Vote by Interested Board Member. No member of the Board shall vote on a question in which he or she is interested otherwise than as a member of the Club, except the election of a President or other officers or employees, or be present at the Board while the same is being considered; but if his retirement from the Board in such case reduced the number present below a quorum, the questions may nevertheless be decided by those who remain. On any question the names of those voting each way shall be entered on the record of their proceedings, if any member at the time requires it. Section 7. Books of Account. The Board of Governors shall cause regular and correct books of account to be kept, and financial statements to be submitted to each annual meeting of the members of the Club. Section 8. Bonds for Officers, Agents and Employees. The Board of Governors may at any time require any officer, agent or employee of the Club to enter into a bond for the faithful performance of his duties in such penalty and with such surety as the Board may deem proper and pending the furnishing of such bond, any such officer, agent or employee will not perform any of the duties of his office or position. The premiums on such bonds will be paid by the Club. Section 9. Indemnification. The Club shall indemnify each member of the Board, each officer of the Club and each employee or agent of the Club now or hereafter serving as such, who was, is or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative 22

23 or investigative (including any action by, or in the right of, the Club), by reason of the fact that he or she was a Board member, officer, employee or agent of the Club. Said indemnification shall be against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, including any appeal thereof, if they acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Club. No indemnification shall be made in respect to any claim, issue, or matter as to which such person shall have been adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties to the Club, except to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper. Indemnity with respect to any criminal action or proceeding will be provided only when such person had no reasonable cause to believe his or her act was unlawful. The amount paid to any such person by way of indemnification shall not exceed the actual, reasonable and necessary expenses incurred in connection with the matter involved. The foregoing right of indemnification shall be in addition to, but not exclusive of, any other right to which such person may otherwise be entitled by law. Section 10. Liability Insurance. The Board is authorized to contract with an approved licensed insurance authority for a director liability policy. Article IV Elections Section 1. Nominating Committee: On or before the 1 st day of December, 2014 and each year thereafter a group comprising the President and those Board Members whose terms are expiring shall constitute a Nominating Committee or shall appoint a Nominating Committee consisting of three members of the Club, whose names shall be posted upon the bulletin boards of the Club and ed to Club members promptly upon their appointment. The Nominating Committee shall prepare a list of nominees for Board vacancies to be filled by the members at the next annual meeting of the Club, which list shall be posted upon the bulletin board of the Club and ed to Club members not later than the 1 st day of January preceding the annual meeting. Additional candidates for any office or for membership on the Board may be nominated in writing, signed by not fewer than 15 members of the Club and filed with the Nominating Committee not later than the 14 th day of January preceding the annual meeting. The name of any person so nominated shall promptly be added to the list of nominees, posted on the bulletin board of the Club and ed to Club members. Additional candidates for any office or for the Board may be nominated from the floor at the annual meeting. Only those persons who are eligible to vote, or such person spouse, shall be eligible to hold office or serve as a member of the Board. 23

24 Section 2. Board: At the 2015 annual meeting and each annual meeting thereafter, four persons shall be elected for three-year terms to fill the vacancies caused by the expiration of the terms of the retiring members of the Board. Section 3. Voting at Elections: Only those persons who entitled to voter under Article VII shall be entitled to vote in any election of Board members. In any election of Board members, each person entitled to vote, in person or by proxy, for the number of Board Members to be elected, and those candidates receiving the highest number of votes to fill the vacancy or vacancies shall be declared elected. Any ballot casting a vote for less than the number of Board members to be elected shall not be counted. Any member voting by proxy for a Board member must direct in writing the nominees for whom a vote is to be cast and the person holding such proxy must cast the vote only as directed by the member who delivered the proxy, provided that if between the date of the proxy and the time a vote is taken, a nominee withdraws for whom the member who delivered the proxy has cast a vote, the person holding a proxy may vote for any nominee in lieu of the withdrawn nominee without further direction from the member who delivered the proxy. Article V Officers and Their Duties Section 1. Election. As soon as, may be after the election of each Board of Governors, the Board shall choose one of its own body, as President, another as Vice President, another as Secretary and another as Treasurer. The Board of Governors may, if it deems it advisable, select a non-member of the Board to serve as Secretary and/or Treasurer. The Board of Governors may also appoint an Assistant Secretary and an Assistant Treasurer and such other officers, agents and employees of the Club as they may deem proper, and may prescribe the duties thereof and may provide compensation therefor, except that the President and Vice President shall serve without compensation. Section 2. Duties. The President shall preside at all meetings of the members of the Club and of the Board of Governors. The President shall be the chief executive officer of the Club and shall have general charge of the business of the Club, subject to the direction of the Board of Governors. The duties of the President shall be performed by the Vice President, in the absence or incapacity to act of the former. In the absence or incapacity to act of both the president and vice president, the Board of Governors shall appoint one of their own number, elected by the members of the club, to perform the duties of the president pro tempore. The Secretary shall keep the minutes of the Board of Governors and also the minutes of the meetings of the members of the Club. The Secretary shall attend to the giving and serving of all notices of the Club. The Secretary shall have charge of such books and papers as the Board may decide. The Secretary shall attend to such correspondences as may be assigned to him and perform all the duties incident to the office. The Secretary shall keep a record of all members of this Club, showing their places of residence, and the date they became members, and such record shall be open for inspection by any member. 24

25 The duties of the Assistant Secretary, if the Board decides to have such an officer, shall be to act as assistant to the secretary to perform all of the Secretary's functions and duties in his absence. The Treasurer shall have charge of all funds and securities of the Club which may come into the Treasurer's hands, and shall keep full and accurate account of all moneys received and paid by the Treasurer on account of the Club. The duties of the Assistant Treasurer shall be to act as an Assistant to the Treasurer, and to perform all of functions and duties of the Treasurer in the Treasurer's absence, except as restricted by the Board of Governors. The President, Vice President, Secretary, Assistant Secretary, Treasurer and Assistant Treasurer shall, in general, perform the duties incident to their offices, and any other duties designed by the Board. All other officers, agents and employees shall perform such duties as may be designate by the Board. Article VI Committees Section 1. There shall be a House Committee, Golf Committee, Social Committee, Pool Committee, Membership Committee, Greens Committee, Audit and Finance Committee, Racquet and Fitness Committee, and such other committees as the Board may from time to time designate. Section 2. House Committee. Subject to the supervision and control of the Board of Governors, the House Committee shall have charge of the Club Houses including the purchase of articles and supplies, and the making and enforcement of rules and regulations governing the use and enjoyment of the Club Houses and grounds. The House Committee shall also be responsible for the maintenance and supervision of the grounds surrounding the clubhouses. Section 3. Golf Committee. Subject to the supervision and control of the Board of Governors, the Golf Committee shall have charge of the golf courses including the golf shop employees, the purchase of articles and supplies, the making and enforcement of rules and regulations governing the use of the courses, and the management of all golf tournaments and matches. The Golf Committee shall have authority to insure that members report and establish accurate handicaps. The Golf Committee or its appointed sub-committee shall have full authority to adjust member handicaps to insure fair competition in tournaments conducted at the Club. Section 4. Social Committee. Subject to the supervision and control of the Board of Governors, the Social Committee shall have charge of all dances and entertainments given by the Club, and everything pertaining thereto, including the purchase of articles and supplies and the adoption of regulation governing the same. 25

26 Section 5. Pool Committee. The Pool Committee shall have responsibility for the pools. Section 6. Membership Committee. The Membership Committee shall be responsible for recruitment and maintenance of memberships to the levels specified by the Board of Governors. Section 7. Audit and Finance Committee. Subject to the supervision and control of the Board, the Audit and Finance Committee shall have the responsibility for overseeing and monitoring the finances of the Club. By November 30 of each year, the Committee shall prepare a budget for the upcoming calendar year. Section 8. Racquet and Fitness Committee. The racquets and fitness committee shall have the responsibility for overseeing the management of the fitness center and all racquet courts. Section 9. Greens Committee. The Greens Committee shall have charge of the maintenance and upkeep of the golf courses, including the purchase of supplies and equipment. Section 10. Other Committees. The duties of any newly created committees shall be determined by the Board; and such committees, their duties and membership shall be posted on the bulletin board within thirty (30) days after the formation thereof. Section 11. Any committee may, from time to time, originate proposals for permanent change in those areas of the Club property within the committee's responsibility for supervisory control. Such proposals, with plans therefor, and committee recommendations thereon, shall be submitted to the Board of Governors, but no permanent change of any type whatsoever shall be made in the Club buildings or grounds until the same has been approved and authorized by the Board of Governors. Section 12. Committee Members: Unless otherwise provided by the Board, all committee Chairpersons shall be appointed by the President and shall be members of the Board of Governors. Each committee Chairperson shall be responsible for the appointment of committee members and the preparation, publication and enforcement of rules relating to the activities in their respective areas of responsibility, subject to Board approval. Each Committee shall perform such responsibilities and duties as may be assigned to it by the Board. Section 13. Other Committees: The Board may eliminate or establish such committees, either standing or special, and may assign such responsibilities and duties to such committees as it in its discretion may deem advisable. 26

27 Article VII Membership and Voting Privileges Section 1. Classes. Open Membership shall be classed as General, Junior Intermediate, Junior, Senior, General Social, Junior Intermediate Social, Junior Social, Non-Resident, Senior and Honorary. Closed membership classifications shall continue to be classed as Derricks Creek Golf Only, Associate, and Dining. Upon April 1, 2014, Derricks Creek Golf Only and Dining classifications shall cease to exist and members within these closed membership classifications shall have the option of enrolling in any applicable Open Membership classes. No additional memberships shall be added to the Associate classification. The number of memberships with golfing privileges shall not exceed Section 2. General Members. Married couples, unmarried individuals, with or without families, 40 years of age or greater are eligible for General Membership. General membership shall extend the privileges of the Club to the couple or the individual, as the case may be, and minor children shall be entitled to the privileges of the Club, subject to such rules and regulations as may be from time to time formulated by the Board of Governors. Voting privileges shall extend to General Members. On becoming twenty-one (21) years of age, such a child shall cease to be entitled to the privileges of the Club, but shall be eligible for Junior Resident or Non-Resident membership, as the case may be, upon application and election in the usual manner; provided, however, any such single child who is a bonafide enrolled college student or member of the armed forces on active duty shall be entitled to the privileges of the Club until he or she reaches the age of 25 years or loses his or her status as an active student or member of the armed forces on active duty, whichever first occurs, at which time he or she shall be eligible to become a Junior members, upon application and election in the usual manner. Section 3. Junior Intermediate Members. Couples and unmarried individuals, with or without families, 35 to 39 years of age inclusive are eligible for Junior Intermediate membership, which extends them the same privileges as those set forth for General Members in Section 2, and subject to the fees, dues, provisions and conditions as determined by the Board of Governors. Voting privileges shall extend to Junior Intermediate Members. Minor children shall be entitled to the privileges of the Club, subject to such rules and regulations as may be from time to time formulated by the Board of Governors. Section 4. Junior Members. Couples and unmarried individuals with families, 34 years of age and under, which extends them the same privileges as those set forth for General Members in Section 2, and subject to the fees, dues, provisions and conditions as determined by the Board of Governors. Provided, however, that upon either spouse, in the case of a couple, or the member in the case of an unmarried individual, attaining the age of thirty four (34) years, the couple or the unmarried individual, as the case may be, 27