SUMMARY OF PROPOSED REVISIONS TO ARTICLES OF INCORPORATION AND BYLAWS

Transcription

1 NOVEMBER 2015 SUMMARY OF PROPOSED REVISIONS TO ARTICLES OF INCORPORATION AND BYLAWS I. INTRODUCTION The Club is a Michigan non-profit corporation and is governed by the Michigan Non-Profit Corporation Act (the "Act"). Every non-profit corporation has Articles of Incorporation ("Articles") containing basic information about the organization's name and purposes. The Articles are filed with the State of Michigan. Also, every non-profit corporation has bylaws ("Bylaws") prescribing rules and regulations regarding the internal business and affairs of the organization. Non-profit corporations, like the Club, revise their Articles and Bylaws from time to time to make sure that these governing documents are consistent with the Act and reflect best practices. The Club is at such a point in time. This Summary describes the proposed changes to the Club's Articles and Bylaws. A marked version (showing the changes that will be made to the current Bylaws) and a clean version of the Bylaws accompany this Summary. A copy of the amended and restated Articles also accompanies this Summary. It is the recommendation of the Board that these changes in the Articles and Bylaws be made. II. ARTICLE CHANGES The Club's original Articles were filed with the State of Michigan in 1923 and it is thought best that the Club should amend and restate our Articles in their entirety. Only one real change is being made to the Articles and that relates to certain matters regarding the indemnification and liability of the Club's volunteer directors and officers. Under the amended and restated Articles, these volunteers will be provided with the broadest form of indemnification permitted by the Act. Also, as provided by the Act, the Club's volunteer directors and officers will not be held personally liable to the Club or its members for monetary damages. Although this is the general rule, there are exceptions. Directors and officers will not be absolved of liability for (a) the amount of a financial benefit received by a director or officer to which he is not entitled, (b) the intentional infliction of harm to the Club or its members, (c) making an illegal distribution of cash to the members when the Club is insolvent or the distribution is not otherwise permitted, (d) an intentional criminal act, or (e) the commencement of a derivative lawsuit in bad faith or without a reasonable basis. The effect of all of this is that the Club's directors and volunteer officers will not be personally liable if they act legally, reasonably and in good faith. It is customary for non-profit corporations such as the Club to make such a provision in their Articles and we should as well. {37384/1/D DOC;1}

2 NOVEMBER 2015 III. BYLAWS Most of the proposed changes to the Bylaws are in language or formatting. However, some changes are being made in order to make the Club's current practices conform to the language of the Bylaws and make improvements in areas where improvements can be made. For example, it is difficult to find five members to endorse a new applicant for membership. It is believed that the intended purpose of requiring endorsements can be met if two (as opposed to five) endorsers be required in the future. In the past, the vice president of the Club served as chair of the House Committee and the immediate past president served as chair of the Membership Committee. It is believed that the Club would be better served if those roles were switched and the vice president (who has three years left on the Board) was in charge of new membership. It is also thought that there is room for improvement in the area of how new board members are elected. In years past, voting has been closed immediately before the Annual Meeting begins at 6pm, effectively precluding any nominations from the floor being made by the general membership. Under the revised Bylaws, nominations from the floor will be opened at the beginning of the Annual Meeting and remain open until voting is closed somewhat later in the meeting. Members who are interested in being on the Board will express their interest to the Nominating Committee. The Nominating Committee (which is comprised of the president, two current members of the Board, two past presidents and one at large member) will then meet with those who wish to be considered for the Board and then, make a recommendation to the Board. The Board will then select one or more members who will be presented to the membership for election. Under the current Bylaws, the Board is required to present two or more candidates to the membership for election. That will be changed to one or more. With this change in the Bylaws, it is anticipated that one person will be identified by the Nominating Committee and Board as the one who will be presented to the general membership for election. Many non-profit organizations identify and elect directors this way. This practice is intended to encourage members to volunteer to serve the Club and ensure that the best candidates continue to be elected in a fair and open process. And finally, new indemnification language has been added to the amended Bylaws concerning the indemnification of directors and officers. Although the indemnification is the same, the language is different. Rather than saying that the directors and officers will be given the broadest indemnification authorized by law (as our current Bylaws do) the actual language of the Act will be used instead. This is the approach used by many organizations. The Club's directors and volunteer officers will be indemnified if they act legally, reasonably and in good faith. Under the Act and Bylaws, the Board will have the authority to grant indemnification to employees and other agents if they also act legally, reasonably and in good faith. An identical provision is made in the Articles as well. {37384/1/D DOC;1}

3 CSCL/CD-511 (Rev. /1 ) Date Received MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU (FOR BUREAU USE ONLY) This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. Name Dirk A. Beamer Address Northwestern Highway, Suite 140 City State ZIP Code Farmington Hills Michigan EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office. RESTATED ARTICLES OF INCORPORATION For use by Domestic Nonprofit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned corporation executes the following Restated Articles: 1. The present name of the corporation is: Huron River Hunting and Fishing Club 2. The identification number assigned by the Bureau is: All former names of the corporation are: 4. The date of filing the original Articles of Incorporation was: June 14, 1923 ARTICLE I The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the corporation: The name of the corporation is: Huron River Hunting and Fishing Club ARTICLE II The purpose or purposes for which the corporation is are: The Corporation is organized and operated exclusively as a dining and social club for the pleasure of its members and other nonprofit purposes within the meaning of 501(c)(7) of the Internal Revenue Code of 1986 (as amended) or the corresponding provision of any future United States internal revenue law. The social and dining facilities of this Corporation shall not be made available to the general public.

4 ARTICLE III 1 The corporation is on a nonstock (stock or nonstock) basis. 2. If on a stock basis, the aggregate number of shares the corporation has authority to issue is. If the shares are or are to be divided into classes, the designation of each class, the number of shares in each class, and the relative rights, preferences, and limitations of the shares of each class as follows: The corporation is to be financed under the following general plan: membership dues. The corporation is on a membership (membership or directorship) basis. ARTICLE IV 1. The name of the resident agent is: Laura Bunarek-Fox 2. The address of the registered office is: Farmington Road Farmington, Michigan (Street Address) (City) (ZIP Code) 3. The mailing address of the registered office, if different than above: P.O. Box 305 Farmington, Michigan (Street Address or P.O. Box) (City) (ZIP Code)

5 ARTICLE V (Additional provisions, if any, may be inserted here; attach additional pages if needed.) The duration of the Corporation is perpetual. (See additional attached articles.) 5. COMPLETE SECTION (a) IF THE RESTATED ARTICLES a. These Restated Articles of Incorporation were duly adopted on the day of,, in accordance with the provisions of ection 64 of the Act by the Signed this day of, b. These Restated Articles of Incorporation were duly adopted on the day of,, in accordance with the provisions of ection 64 of the Ac ( heck one of the following) were duly adopted by the shareholders, the members, or the directors (if organized on a nonstock directorship basis). The necessary number of votes were cast in favor of these Restated Articles of Incorporation. were duly adopted by the written consent of t were duly adopted by the written consent of the shareholders members having not less than the minimum number of votes required by statute in accordance with ection 407 of the Act. Written notice members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders members is permitted only if such provision appears in the Articles of Incorporation). Signed this day of, By (Signature of (Type or Print Name) (Type or Print Title)

6 CSCL/CD-511 (Rev. /1 ) Preparer's Name Dirk A. Beamer Business telephone number ( 248 ) INFORMATION AND INSTRUCTIONS 1. The Articles of Incorporation cannot be restated until this form, or a comparable document, is submitted. 2. Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities & Commercial Licensing Bureau. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document. Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to the provisions of Act 162, P.A. of 1982 for the purpose of restating the Articles of Incorporation of a domestic nonprofit corporation. Restated Articles of Incorporation are an integration into a single instrument of the current provisions of the corporation's Articles of Incorporation, along with any desired amendments to those articles. 4. Item 2 - Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank This document is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. 7. This document must be signed by: (COMPLETE Item 5(a) or 5(b), BUT NOT BOTH) Item 5(a): must be signed Item 5(b): must be signed by 8. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order...$10.00 Submit with check or money order by mail: Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau Corporations Division P.O. Box Lansing, MI To submit in person: 2501 Woodlake Circle Okemos, MI Telephone: (517) Fees may be paid by check, money order, VISA Mastercard when delivered in person to our office. MICH-ELF (Michigan Electronic Filing System): First Time Users: Call (517) , or visit our website at Customer with MICH-ELF Filer Account: Send document to (517) LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with disabilities.

7 Huron River Hunting and Fishing Corporation Restated Articles of Incorporation Additional Provisions VI. VII. Membership Limitation and Purposes: This Corporation shall have an established membership of individuals bound together by the common objective of utilizing their membership to pursue opportunities for personal contact and fellowship. The qualifications, privileges, and responsibilities of members shall be as provided in the bylaws of the corporation. Prohibition Against Private Inurement: No part of the net earnings or net assets of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members or other private persons. However, the Corporation is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes. VIII. Dissolution: Upon the dissolution or winding up of the Corporation, all of the business, properties, assets and income of the Corporation remaining after payment, or provision for payment, of all debts and liabilities of this Corporation, shall be distributed to a nonprofit fund, association, or Corporation which is organized and operated exclusively for tax exempt purposes which are reasonably related to the purposes and goals of this Corporation, as may be determined by the Board of Directors of this Corporation in its sole discretion, and which has established its tax exempt status under 501(c)(7) of the Internal Revenue Code of 1986, as amended. IX. Elimination of Certain Liability of Directors and/or Officers: No member of the board of directors of the Corporation who is a volunteer director, as that term is defined in the Act, or a volunteer officer shall be personally liable to the Corporation or its members for money damages for any action taken or any failure to take action as a director or volunteer officer, except liability for the following: 1. the amount of a financial benefit received by a director or volunteer officer to which the person is not entitled. 2. intentional infliction of harm on the Corporation or its shareholders or members. 3. a violation of section 551 of the Act. 4. an intentional criminal act. 5. a liability imposed under section 497(a) of the Act. If the Act is amended after the filing of these Restated Articles of Incorporation to authorize the further elimination or limitation of the liability of directors or officers of nonprofit corporations, the liability of members of the board of directors or officers, in addition to that described in this article, shall be eliminated or limited to the fullest extent permitted by the Act as so amended. No amendment or repeal of this article shall apply to or have any effect on the liability or alleged liability of any member of the board of directors or officer of the Corporation for or with respect to any acts or omissions occurring before the effective date of any such amendment or repeal. { }

8 Huron River Hunting and Fishing Corporation Restated Articles of Incorporation Additional Provisions X. Assumption of Certain Liability of Volunteers: The Corporation assumes the liability for all acts or omissions of a volunteer if all of the following conditions are met: 1. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority. 2. The volunteer was acting in good faith. 3. The volunteer s conduct did not amount to gross negligence or willful and wanton misconduct. 4. The volunteer s conduct was not an intentional tort. 5. The volunteer s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed under section 3135 of the Insurance Code of 1956, 1956 PA 218, MCL XI. XII. Indemnification of Directors and/or Officers - General: Unless otherwise provided by law or these Restated Articles of Incorporation, the Corporation shall indemnify a person 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 and whether formal or informal, other than an action by or in the right of the Corporation, by reason of the fact that the person is or was a director and/or officer of the Corporation or is serving at the request of the Corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe that the conduct was unlawful. Indemnification of Directors and/or Officers Derivative Action: Unless otherwise provided by law or these Restated Articles of Incorporation, the Corporation shall indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director and/or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, nondirector volunteer, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including actual and reasonable attorneys' fees and amounts paid in settlement incurred by the person in connection with the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation or its members. However, indemnification shall not be made for a claim, issue or matter in which the person has been found liable to the Corporation unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view { }

9 Huron River Hunting and Fishing Corporation Restated Articles of Incorporation Additional Provisions of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses which the court considers proper. XIII. Advancement of Expenses: Expenses incurred in defending a civil or criminal action, suit or proceeding described in Articles XI and XII of these Restated Articles of Incorporation shall be paid by the Corporation in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director and/or officer to repay the expenses if it is ultimately determined that the person is not entitled to be indemnified by the Corporation. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made but need not be secured. { }

10 HURON RIVER HUNTING AND FISHING CLUB FARMINGTON, MICHIGAN BY-LAWS Amended and Restated November 24, 2015 {37384/1/D DOC;1}

11 ARTICLE I PURPOSE Section 1: Purpose of the Club: To establish and maintain a club and club facility where members may meet and engage in social and educational activities, discuss current events and other matters of interest to the members; to maintain and operate a place to serve food and refreshments. ARTICLE II MEMBERSHIP Section 1: General: Membership in the Club shall consist of eight (8) classes: (1) Regular, (2) Corporate, (3) Intermediate, (4) Past President, (5) Non-Resident, (6) Twenty-Five Year, (7) Forty Year, and (8) Surviving Spouse. All classes of members shall enjoy the privileges of the club Club as described in the following descriptions of members. No person under the age of twenty-one (21) 21 years shall be eligible to for membership in the clubclub. Section 2: Regular Member: A. Any natural person residing or having a place of business within one hundred (100) miles of the club Club shall be eligible for regular membership and shall be ineligible for non-resident membership. Regular Members shall have the right to vote at any meetings of the Club, to serve as an officer of the Club, and to serve on the Board of Directors providing that they are in good standing. Regular Members shall be entitled to all of the privileges of the club. The number of such members shall not exceed six hundred (600)600. B. Regular Members shall pay to the Club such dues as shall from time to time be fixed by the Board of Directors and shall be entitled to all privileges of the Club, subject to such rules, regulations and restrictions as the Board of Directors may, from time to time, fix or adopt. {37384/1/D DOC;1}

12 Section 3: Corporate Member: A. Any lawfully formed corporation or limited liability company that is in good standing in its state of formation, that has a place of business within one hundred (100) miles of the clubclub, and that has a legitimate business or charitable purpose shall be eligible for corporate membership. Formation for the purpose of obtaining membership shall not be deemed a legitimate business or charitable purpose. Corporate Members shall not have the right to vote at any meetings of the Club or, through its designees, to serve as an officer or director of the Club. B. Corporate Members shall pay to the Club such dues as shall from time to time be fixed by the Board of Directors. The Corporate Member s designees shall be entitled to all privileges of the Club except as otherwise set forth in this section and subject to such rules, regulations and restrictions as the Board of Directors may, from time to time, fix or adopt. C. Corporate Members shall, not more than once annually, designate in writing up to three designees who may use the Club. Designees must be twenty-one (21) 21 years of age or older and must be actively engaged as a shareholder, member, officer, director and/or employee of the Corporate Member. The Membership Committee shall have full and final discretion to determine whether a designee satisfies these requirements and may, from time to time, require written documentation of the designee s status. Additional designees may exercise the corporate membership only upon prior approval of the House Committee. Designees shall be individually responsible to comply with all House Rules, and either or both the Corporate Member and the designee may be disciplined pursuant to the House Rules. Designees shall be jointly and severally liable with the Corporate Member for dues and/or charges owed to the Club by the Corporate Member. D. The total number of Corporate Members shall not exceed 5% of the total permissible Regular Members of the Club. Section 4: Intermediate Member: A. Any natural person residing or having a place of business within one hundred (100) miles of the club Club who is at least twenty-one (21) 21 years of age but not more than thirty (30) 30 years of age and who is a descendant or spouse of a descendant of a Club Member shall be eligible for Intermediate Membershipintermediate {37384/1/D DOC;1}

13 membership. Intermediate Members members shall not have the right to vote at any meetings of the Club or to serve as an officer or director of the Club. Intermediate Members shall otherwise be entitled to all privileges of the Club, subject to such rules, regulations and restrictions as the Board of Directors may, from time to time, fix or adopt. B. Intermediate Members may continue as members beyond age thirty (30) 30 by becoming Regular Members and paying the difference between the amount originally paid as an Intermediate Member initiation fee and the required initiation fee of a Regular Member at the time the Intermediate Member seeks to become a Regular Member. Section 5: Past President Member: A. 1.Qualifications for designation as a Past President Member shall be measured by meeting each of the following requirements: i. a) A member shall have been in good standing in the Club for at least the most recent 5 five years, and ii. b) The member shall have served as President of the Club. B. 2. Past President Members shall pay no dues to the club Club and shall retain all rights and privileges of a regular memberregular Member. Section 6: Non-Resident Member: A. 1.Qualification for Non-Resident non-resident membership shall comprise all that shall hereafter qualify and be elected to such membership by the Board of Directors. In order to qualify as a non-resident membernon-resident Member, you the person must meet one of the following criteria: i. a)a current member who is in good standing, that has been a Regular Member for a minimum of two (2) years and whose primary residence is 100 miles or more from the clubhouseclub. (Determined by a voter registration card or driver s license.) {37384/1/D DOC;1}

14 ii. b)a current member who is in good standing, that has been a Regular Member for a minimum of two (2) years and that resides at least 100 miles or more from the clubhouse 6 Club six months or more out of the year. B. 2.Non-Resident members Members shall pay to the Club such dues as shall from time to time be fixed by the Board of Directors and shall be entitled to all privileges of the Club, subject to such rules, regulations and restrictions as the Board of Directors may, from time to time, fix or adopt but shall not have the right to vote, hold office or have any voice in the administration of the Club. Section 7: Twenty-Five Year Member: Qualifications for Twenty-Five Year Membership twentyfive year membership shall be a regular member Regular Member in good standing for a period of twenty-five 25 consecutive years. The member Twenty-Five Year Member shall retain all rights and privileges of a regular memberregular Member. Twenty-Five Year members Members shall pay to the Club fifty percent 50% of such dues for a regular memberregular Member, as shall from time to time, be fixed by the Board of Directors. Section 8: Forty Year Member: Section 8: Forty Year Member: Qualifications for Forty-Year Membership forty year membership shall be a member who, having reached Twenty-five Year Membership twenty-five year membership status shall have continued as a member in good standing of the Club for an additional fifteen 15 year period. The member Forty Year Member shall retain all rights and privileges of a regular memberregular Member. Forty-year members Year Members shall not be required to pay annual dues. Section 9: Surviving Spouse Member: A. 1.Qualifications for Surviving Spouse Membership shall be that on Upon the death of any Regular, Past President, Twenty-Five Year, Forty Year, or Non-Resident Member, his/her Spousespouse, should one survive him/her, shall be entitled to all rights and privileges of the Club for the balance of the calendar year as a Surviving Spouse Member and shall have the option to use the facilities of the Club thereafter on payment of the appropriate corresponding dues, subject to such rules, regulations and restrictions as the Board of Directors may, from time to time, fix or adopt but shall not have the right to vote, hold office be an officer or director or have any voice in the administration of the clubclub. B. 2.If a Surviving Spouse Member remarries and continues membership under the Surviving Spouse Membership surviving spouse membership category, his or her {37384/1/D DOC;1}

15 surviving spouse will not be eligible for membership rights and privileges as a Surviving Spouse Member shall terminate upon the death of the original Surviving Spouse Member. Any surviving spouse of the deceased Surviving Spouse Member shall not be eligible for surviving spouse membership. Section 10: Admission to Membership: Except as otherwise provided abovein these Bylaws, the following rules shall apply to the admission of members: A. 1.Membership of in the Club shall be limited to residents those of good standing in the community in which they live. A member shall be a person and of good moral character and shall have been sponsored into. An application of a prospective member for membership by another shall be sponsored by a member in good standing. Their application and shall have been be endorsed by at least five additional members to be an eligible and qualified prospective member.two additional members in good standing in order to be an eligible for consideration as a new member. B. A prospective new member shall be required to complete an application for membership. Upon receipt of an application, a committee of at least two members in good standing in the Club, selected by the chair of the Membership Committee of the Board of Directors, shall conduct an interview of the applicant. The applicant s sponsor shall be invited to participate in the interview. After conclusion of the interview, the committee shall make a recommendation to the Board of Directors to either approve or deny membership to the applicant. The Board of Directors shall then consider the application of the prospective member for membership in the Club and shall either approve or deny such application in its sole discretion, except as may be prohibited by law. Approval shall require the unanimous vote or consent of the Board of Directors. If approved for membership, and upon payment of the membership initiation fee and dues for the current year (prorated by thirds unless differently established by the Board of Directors), the applicant shall be admitted as a member of the Club, to hold such classification of membership as shall be designated by the Board of Directors, subject to such rules, regulations and restrictions as the Board of Directors may, from time to time, fix or adopt. 2. When Membership vacancies occur, the Membership Chairman shall forward an application blank to the sponsor on behalf of the applicant. At this time a list of the proposed candidates for membership are posted in the lobby of the Club. Upon receipt of the application blank duly filled out, signed by the applicant, sponsor, and five endorsers, the Membership Committee, consisting of at least two members, shall conduct an interview of the applicant and the applicant s sponsor (or the sponsor s proxy). Said Committee shall then report its recommendation to the Board of {37384/1/D DOC;1}

16 Directors; if such application is favorably reported upon, the applicant shall then be passed upon by the Board of Directors, whereupon, having paid the membership fee and the current year s dues (prorated by thirds unless differently established by the Board of Directors) he/she shall be admitted to membership; all of the foregoing to the contrary notwithstanding, no applicant may be elected to membership unless unanimously approved at a meeting of the Board of Directors, at which a quorum is present. 3. It shall be compulsory for each membership applicant to be introduced by his or her sponsor, the sponsor s proxy, or one of the endorsers substituting for the sponsor, to the Membership Committee of the Club before the Board of Directors may act upon his application. Section 11: Notice to Members upon Election: Upon admission as a member, notice thereof shall be provided to such member along with the Club s roster, By-Laws, menu and calendar of events. Notice shall be sent to each candidate upon his/her election along with a copy of the Club s roster, By- Laws, Menu and Calendar of events. Section 12: Notice of Change of Address: All members must immediately notify the club Club in writing of any change of address. Failure to do so shall be deemed a waiver of any notice provided for under the Bylaws and rules of the clubclub, but not of the Club s rules requiring timely payment of charges due. Section 13: Termination of Membership: Membership in the Club may be terminated by action of the Board of Directors as follows: (a) by voluntary resignation to be tendered in writing to the clubclub; (b) for non-payment of any indebtedness beyond the period allowed by the rules of the Club; and (c) for causes set forth in Section of this articlearticle. Section 14: Suspension or Termination of Member: Section 14: Suspension or Termination of Member: Any member charged with conduct harmful or prejudicial to the order, peace or interest of the Club or its members, or that causes or may tend to cause injury or embarrassment to the Club, or in violation of its Bylaws and rules, shall be subject to citation to appear before the House Committee or such special committee appointed by the Board of Directors to investigate the matter. If the House Committee or such special committee, after full investigation, determines that the conduct in question of such member is prejudicial to the best interests of the Club, it the House Committee or special committee may, by resolution duly passed, either censure said such member or refer the matter to the Board of Directors for such action as it the Board of Directors may deem appropriate and proper under the circumstances. Pending action by the Board of Directors, the House committee, or such Committee or special committee, may temporarily suspend such member from enjoying the rights and privileges of the Club. Upon the a matter being referred to the Board of Directors, it the Board of Directors shall inform such member, in writing, of the nature of the matter or complaint against him/hersuch member, giving the member not less than five (5) days notice to {37384/1/D DOC;1}

17 appear before the Board of Directors to answer thereto, and if upon hearingthereafter, the Board of Directors shall be satisfied of the truth of the charges or complaint, the Board of Directors may censure or suspend such member or if, in its judgment, the interests of the Club demand such action, the Board may of Directors ask such member to resign or the Board may suspend or terminate the member from such member s membership in the Club. An affirmative The unanimous vote or consent of the Board present at such hearing of Directors shall be necessary for the any censure, suspension or termination or suspension of a member of the Club. The action of the Board of Directors shall be final and conclusive and such member shall have no right of appeal from its decision. Section 15: Memberships not Transferable: No membership shall be transferable. Section 16: Termination of Rights: Termination of membership, for any cause whatsoever, shall operate as a release of any and all rights and privileges in the Club. Section 17: Re-Election to Membership After Termination and/or Suspension Thereof: Section 17: Reinstatement to Membership after Resignation, Suspension and/or Termination: Any person having resigned his/her membership, or having had his/her membership suspended or terminated, and wishing again to become a member must be regularly proposed and balloted for, as when first elected, unless the Board, upon investigation, must apply for reinstated membership and be approved according to the procedures set forth in Section 10 of this Article otherwise applicable to new members, unless the Board of Directors, shall deem it proper to reinstate that person. An affirmative vote applicant as a member with the vote or consent of two-thirds (2/3) of all members of the Board shall be necessary for such reinstatementof Directors. A member who is re-elected or reinstated will have all prior years of membership counted toward the member s total years of membership. ARTICLE III MEMBERSHIP FEES, DUES, MINIMUM AND ACCOUNTS Section 1: Entrance Initiation Fees: The Board shall have the right and authority from time to time to determine and fix the amount of entrance fees to be paid by members of all classes elected to membershipupon being admitted as a new member. Section 2: Dues: The Board shall, subject to the provisions of Section 3 of this Article, have the right and the authority, from time to time, to determine and fix the amount of dues to be paid by members of all classes of membership and the manner in which payable. Each Regular Member, Non-Resident Member, Twenty-Five Year Member, or Spouse of a Regular Member, Non- {37384/1/D DOC;1}

18 Resident Member or Twenty-Five Year Member shall pay annual dues in an amount fixed by the Board of Directors, on or before January 31 of each year. Dues may be paid in two instalments, with payment of one half the annual dues, plus an additional service charge as determined by the Board, due by January 31, and the remaining balance due by June 30. Past President Members, Forty- Year Members and their the surviving spouses of Past President and Forty Year Members shall not be required to pay annual dues. Section 3: Dues Increase: The right and authority of the Board of Directors, pursuant to Section 2 of this Article, to determine and fix the amount of dues is subject to the limitation that the total amount of dues increase in any calendar year shall not exceed ten (10) percent of the annual rate of dues in effect at the beginning of such calendar year. Any dues increase in excess of that amount must be submitted to the voting membership for approval at a regular or special meeting of the membership. Section 4: Food And Beverage Minimum: The regular members Regular Members of the Club shall be subject to a food and beverage minimum on food and beverages purchased only at the Club, not to exceed a total of $ per four month period as follows: members with the first initial in their last names beginning with A G will have the following periods: January April, May August, and September December. Members with the first initial in their last name beginning with H P will have the following periods: February May, June September, and October January. Members with the first initial in their last name beginning with Q Z will have the following periods: March June, July October, November February. Corporate Members shall be subject to a food and beverage minimum on food and beverages purchased only at the Club, not to exceed a total of $500 per four month period. Intermediate Members shall be subject to a food and beverage minimum on food and beverages purchased only at the Club, not to exceed a total of $150 per four month period. Corporate Members and Intermediate Members shall follow the same four month alphabetical schedule as Regular Members. These are minimum amounts of food and beverage that must be purchased by each Regular Member per each four month period. If and to the extent a Regular Member fails to spend such minimum amount, in the amount and time required, such amount shall be charged to such member. Section 5: House Accounts: House accounts of members shall be due and payable upon receipt of the monthly statement from the Club and shall be paid by the twentieth (20th) day of the month received. Any member whose house account is not paid by the fifteenth day of the following month in which it was due shall be suspended by the Board of Directors from all rights and privileges in the Club until his account is paid in full. Section 6: Good Standing: Failure to pay annual dues and, house accounts, minimum or assessment if any, when due shall automatically place a member not in good standing. {37384/1/D DOC;1}

19 Section 7: Non Payment Consequences: Any member who shall neglect or refuse to pay their annual dues, house account, minimum or assessment, if any, as set forth in Sections 2, 4 and 5 of this Article III, after having been given notice thereof by the President or General Manager by mail (return receipt requested) to their the member s usual mailing address, shall summarily be suspended by the Board of Directors from all rights and privileges in the Club, and shall upon passing of an additional forty-five 45 days after suspension, be terminated from the membership without further notice. ARTICLE IV MEMBERSHIP MEETINGS Section 1: Annual Meeting: The election of Directors shall take place at the annual meeting of the membership held each year on the last Tuesday in November or no later than the first Tuesday in December, at such time and place as may be designated in the notice thereof. Ten days written notice shall be given to members in good standing and entitled to vote at such meeting. The polls shall be open and votes may be cast from 8:00 A.M. to 6:00 P.M. at the club or by attendance at the annual until the time of the meeting at the Club on the day of such meeting or by voting in person at the meeting. Section 2: Special Meetings: A special meeting of the membership may be called by the President or by the Board of Directors or upon written request signed by ten members in good standing and entitled to vote. Any such request shall specify the purpose of such meeting. Ten days written notice shall be given to the membershipmembers, in good standing and entitled to vote, by mail, stating the time, place and purpose of such special meeting. The polls shall be open and votes may be cast from 8:00 A.M. until the time of the meeting at the Club on the day of such meeting or by voting in person at such meeting. Section 3: Quorum: At any meeting of the membership, the number of voting members present and in good standing, if in excess of thirty-five 35 shall constitute a quorum for the transaction of business. A majority vote of the members voting that are in good standing and entitled to vote shall bind the entire membership. Section 4: Order Of Business: The order of business at the annual meeting of the Club shall be as follows: 1. 1.Call to order A Moment of Silence for Members that passed away during the past year. {37384/1/D DOC;1}

20 3. 3.Introduction of Parliamentarian 4. 4.Appointment of Sergeant-At-Arms 5. 5.Roll Call i. a.establishment of a Quorum ii. iii. b.introduction of the Board Of Directors c.acknowledgement of Past Presidents in attendance 6. 6.Approval of minutes of the previous meeting 7.Nominating Committee Report 8.Election of Officers and Directors 9. Treasurer s report Nominating Committee reportsreport and Close of Nominations 8. Presentation of any matter submitted to vote of Members other than election of new Board Member 9. Treasurer s Report 10. Voting closed 11. a.house Committee Reports i. b.membership House Committee ii. Membership Committee 12. Voting results announced Introduction of New President and new Board Member and new President Old Business New Business Adjournment Section 5: Proxies: Voting by proxy, fax or is not permitted at any meeting. Section 6: Required Vote: The vote of a majority of all votes cast by members in good standing and eligible to vote, at or during the day of the meeting as prescribed by this Article, shall be required to elect any officer or director or approve any other action submitted to a vote of the members. ARTICLE V BOARD OF DIRECTORS {37384/1/D DOC;1}

21 Section 1: Directors: The Board of Directors referred to in these Bylaws as the Board shall govern and oversee the management of the Club and its property, and shall control the appropriation of its funds and the authority to make or enter into contracts, sales and purchases in the Club s behalf, except to the extent specifically limited by other provisions of these Bylaws. Each year at its annual meeting, the membership shall elect a new director to the board Board of Directors to serve a five year term commencing January 1. A candidate for the Board of Directors must be a member Regular Member in good standing for the three years preceding election in order to be eligible for election to the Board of Directors. The Board of Directors shall consist of five (5) elected members comprised holding the offices of the President, the Vice- President, the Secretary, the Treasurer, and the Immediate Past President. The President, Vice- President, Treasurer and Secretary shall move up in succession on January 1 of each year, after serving an initial one year term as Secretary. Section 2: Committees: Standing committees under the authority of the Board of Directors are the House Committee chaired by the Vice-President, Immediate Past President and the Membership Committee chaired by the Past-PresidentVice-President. For the better execution of its powers and duties, the Board of Directors may, from its own number and/or from other members of the Club, establish such other committees as it may deem appropriate, and shall define the duties and authority thereof. For the better execution of its powers and duties, the Board, from its own number and/or from other members of the Club, shall appoint such other Committees as it may deem appropriate, and shall define the duties and authority thereof. Section 3: Rules and Regulations: The Board of Directors shall prescribe such rules (including House Rules) regulating the use and occupancy of and conduct in facilities of the Club, and the care and protection of its property as it shall from time to time deem appropriate. Section 4: Meetings of the Board: Regular meetings of the Board of Directors for the transaction of business shall be held at 6:00 P.M. on the third Tuesday of each month unless otherwise determined by the unanimous vote or consent of the Board of Directors. A special meeting of the Board of Directors may be held at any other time at the call request of the President, or any three members thereof, provided reasonable notice stating the purpose of the meeting shall be given each member of the Board of Directors before the appointed time of the meeting. Three The presence of three members at a regular or special meeting of the Board of Directors shall constitute a quorum at any meeting of the Board.. {37384/1/D DOC;1}

22 A director may participate in any meeting of the Board of Directors by telephone or other device so long as all of the participants in the meeting shall be able to hear each other. Unless otherwise provided in these Bylaws, the affirmative vote of a majority of the directors at a meeting at which a quorum if present shall be required to adopt any resolution or approve any other action submitted to the Board of Directors at a meeting. Notwithstanding the foregoing, any resolution may be adopted or any other action may be approved by the Board of Directors in lieu of a meeting, if the Board of Directors unanimously consents thereto, in writing. Section 5: Annual Report of Board: At the annual meeting of the Club Members membership each year, the Board shall make a full report of its proceedings during the preceding year and recommend such measures as it may deem advisable that shall require a vote of the members eligible to vote. Section 6: Vacancies: The Board of Directors may shall fill any vacancy among the Officers or Directors by a vote of the majority of those present at a regular monthly meeting of said Boardofficers or directors with a person otherwise eligible to be a member of the Board of Directors. The person so appointed shall hold office such position until the next annual meeting of the Club or until his membership when his/her successor is shall be elected. A vacancy shall be deemed to occur when an Officer or Directorofficer or director: (a) shall cease to be a voting member of the clubclub, (b) shall submit a resignation as an Officer or Director officer or director of the Club, (c) shall be absent from three (3) consecutive regular meetings of the Board of Directors, unless previously shall have obtained permission to do so has been previously obtained from the Board of Directors or the President or shall present at the next regular Board meeting an meeting of the Board of Directors immediately following the third consecutive meeting absent, a satisfactory excuse for the absence satisfactory to the majority of is accepted by the Board presentof Directors. ARTICLE VI NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS Section 1: Nominations: Nominations for Officers officers and Directors directors shall be made by a Nominating Committee nominating committee consisting of the President, two members of the current Board of Directors, two at-large Past Presidents of the Club and one at-large member of the Regular Membership groupmember. All members of the Nominating Committee nominating committee are to be designated by the President as Chairman who shall serve as chairperson of the Nominating nominating committee. The Nominating Committee nominating committee shall present to the Board of Directors, no later than the October Board meeting a slate of Officers and {37384/1/D DOC;1}

23 Directors and two or more Candidates to fill the vacant seat of the three year Board memberboard meeting, the name(s) of one or more eligible candidates for the combined office of Secretary and director for the board s approval. Additional nominations for candidates for Directors such position may be made by members at the Annual Meeting or at a any duly called special membership meeting. Section 2: Notice: At least ten days prior to the date of the Annual meeting of the members Meeting of the Club, it shall be the duty of the Secretary to shall mail to each member a list of such nominations, the name or names of the candidates for such position along with notice of the Annual Meeting. Section 3: Voting: Elections shall be by secret ballot. When the polls are open, an official ballot shall be provided on a form approved by the judges of election to each member entitled to votefor such purpose. Each voting member shall place a cross opposite plainly indentify the name of each candidate for whom he/she votes and only the judges of election shall count the names so indicatedballots. No ballot shall be counted unless deposited by the voting member in person in a designated ballot box. No member who is under suspension shall be entitled to vote. Section 4: Judges of Election and Certification of Results: The BoardAt the beginning of the Annual Meeting, at the annual meeting of the Membership each year, the President shall appoint not less than three (3) members, entitled to vote who shall not be candidates or members of the Board or of the Nominating Committee, to be the judges of the annual election, and to certify the results to the Secretary. The persons receiving a majority of votes shall be declared elected., members of the Board of Directors and nominating committee themselves who shall act as judges of election. In his/her discretion, the President may appoint a representative of the Club s auditing firm as an addition judge of election. The judges of election shall count the ballots and announce the results to the President or Secretary and the President shall then announce the winner who shall be the candidate receiving the most votes. ARTICLE VII DUTIES AND POWERS OF OFFICERS Section 1: President: The President shall preside at all meetings of the Club and of the Board of Directors, be an ex-officio member of all committees, and enforce all Bylaws and regulations of the Club. Section 2: Vice-President: In the absence of the President, the Vice-President shall perform the President s duties. Should neither the President nor Vice-President be present at any meeting, a chairperson shall be chosen by vote of those present. The Vice-President shall serve as chairperson of the House Committee. {37384/1/D DOC;1}