WYCLIFFE GOLF AND COUNTRY CLUB, INC. CLUB DOCUMENTS. Restated By-Laws (Amended as of November 25, 2008)

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1 WYCLIFFE GOLF AND COUNTRY CLUB, INC. CLUB DOCUMENTS Restated By-Laws (Amended as of November 25, 2008) Restated Articles of Incorporation (Amended as of August 1, 1994) These documents are the distilled version omitting strike-outs, italics and redlines. The Restated By-Laws have had the redlined portions deleted and the Restated Articles of Incorporation are included in full. December 19, 2008

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3 WYCLIFFE GOLF AND COUNTRY CLUB. INC. TABLE OF CONTENTS BY-LAWS, AS AMENDED... 1 I. DEFINITIONS... 1 II. PURPOSE OF CLUB AND DESCRIPTION OF CLUB... 1 III. CLUB EMBLEM... 1 IV. MEMBERS MEETING Annual Meeting Date and Place of Annual Meeting Special Meeting Notices Quorum Voting Percentage Good Standing... 3 V. BOARD OF DIRECTORS Number and Qualifications Candidates Elections... 3 VI. MEETINGS OF BOARD OF DIRECTORS Annual Meeting Quorum Meetings and Notices... 5 VII. POWERS OF THE BOARD OF DIRECTORS Management of the Club Duties and Powers Issuance of Memberships Compensation Powers of the Board; Interpretation of By-Laws Action Without Meetings... 7 VIII. OFFICERS... 7 IX. DUTIES OF OFFICERS President Vice President Secretary Treasurer Duties of Officers Removal From Office... 8 X. COMMITTEES Standing Committees... 8 (1) House Committee... 9 (2) Golf Committee... 9 (3) Green Committee (4) Tennis Committee (5) Entertainment Committee (6) Grievance Committee Page

4 (7) Property Committee (8) Legal Committee Ad Hoc Committees Powers of Committees Terms of Committee Chairmen and Committee Members XI. MEMBERSHIPS Application Requirements Membership Purchase Price Categories of Membership Membership Rights and Limitations Acknowledgment Transfer of Membership Estate Planning Transfers XII. ANNUAL DUES, CHARGES AND ASSESSMENTS; DELINQUENCIES Annual Dues Charges Assessments Statement Liens XIII. DISCIPLINE Suspension XIV. CORPORATE SEAL XV. MISCELLANEOUS Fiscal Year Dissolution or Liquidation Litigation XVI. AMENDMENTS By Members By Board of Directors ARTICLES OF INCORPORATION, AS AMENDED... A-1 I. Name... A-1 II. Duration... A-1 III. Purpose and Powers... A-1 IV. Prohibition Against Distribution of Income... A-1 V. Capital Stock... A-2 VI. Qualifications of Memberships... A-2 VII. Transfer of Membership... A-2 VIII. Liability for Debts... A-2 IX. Board of Governors... A-2 X. Incorporators... A-3 XI. Indemnification... A-3 XII. Location of Registered Agent... A-4 ACCEPTANCE OF REGISTERED AGENT... A-5 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF WYCLIFFE GOLF AND COUNTRY CLUB, INC.... A-6 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF WYCLIFFE GOLF AND COUNTRY CLUB, INC.... A-7

5 AMENDED AND RESTATED BY-LAWS OF WYCLIFFE GOLF AND COUNTRY CLUB, INC. (Amended as of November 25, 2008) ARTICLE I DEFINITIONS The following terms, as used in these By-Laws, shall have the following meanings: 1. Documents. The Articles of Incorporation of Wycliffe Golf and Country Club, Inc. ( Articles ), these By-Laws ( By-Laws ), together with the Rules and Regulations of the Club and the Wycliffe Golf and Country Club Tee Time Reservations, as the foregoing documents may be amended according to their terms from time to time, shall be referred to as the Documents and/or the Club Documents. The Documents are incorporated herein by this reference. All other terms not specifically defined in these By-Laws shall have the same meaning as set forth in the Documents. In the event of a conflict between or among the provisions of the Documents, the conflicting provisions shall be determined in the following order: first, the Articles; second, these By-Laws; third, the Rules and Regulations; and fourth, the Wycliffe Golf and Country Club Tee Time Reservations. ARTICLE II PURPOSE OF CLUB AND DESCRIPTION OF CLUB FACILITIES 1. The nature and purpose of Wycliffe Golf and Country Club, Inc. (hereinafter referred to as the "Club") is to own and operate a private country club for the recreation, pleasure and benefit of its Members and their guests. 2. Description of Club Facilities. The Club Facilities are located within the residential development known as Wycliffe Golf and Country Club (as described in that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions For Wycliffe, recorded in Official Record Book 8848, at Page 513 of the Public Records of Palm Beach County, Florida, as amended from time to time) ( Club Facilities ). 3. Maintenance of the Club Facilities. The Club shall be responsible to maintain the Club Facilities in good working order and repair, ordinary wear and tear excepted, in a substantially similar manner as other comparable club facilities in South Florida are maintained and will insure the Club Facilities and name the Club as the loss payee. The Club is managed and run by an elected Board of Directors. ARTICLE III CLUB EMBLEM The emblem of the Club shall be of a style and design to be approved by the Board of Directors. 1

6 ARTICLE IV MEMBERS MEETING 1. Annual Meeting An annual meeting of the Members of the Club shall be held for the purposes of receiving reports of officers and others, and for such other business as may be properly brought before the meeting. 2. Date and Place of Annual Meeting Each annual meeting shall be held at such time as shall be determined by the Board and at Wycliffe Golf and Country Club or at such other place in Palm Beach County, Florida, that the Board may designate. 3. Special Meeting Special meetings of the Members may be called by the President, a majority of the Members of the Board of Directors or by the written request of ten percent (10%) or more of the votes of the Members of the Club then entitled to be voted. Such request shall be submitted to the President who shall call a special meeting within thirty (30) days of the date of receipt of such request. Notices of any special meeting must contain a statement of the purpose for which such special meeting is called and no other business may be transacted at that meeting. 4. Notices The Secretary shall not give less than ten (10) days nor more than sixty (60) days prior notice, by mail, prepaid, to all voting Members of the Club, stating the time, place and purpose of any meeting. Notice of any such meeting shall be posted on the official bulletin board at the clubhouse on the date of its mailing to the Members. 5. Quorum The presence, either in person or by proxy, of Members having fifty-one percent (51%) of the votes then entitled to be voted shall constitute a quorum at any meeting of the Members. The Board of Directors shall determine the form and procedure for the use of proxies. 6. Voting Percentage Matters will be submitted to the vote of the Members of the Club only as specifically set forth in the Documents. Each Platinum Member, Gold Member and Silver Member will be entitled to one (1) vote per Membership. However, Silver Members will have no vote on any matters pertaining to golf operations or golf maintenance. A majority of the votes cast, in person, by ballot, or by proxy, on a particular matter is necessary for passage of any motion. Except for election of Members to the Board of Directors 2

7 as set forth in Article V, Sections 3(D) and 3(F), Members may also approve matters by written consent. 7. Good Standing A Member or Membership which is delinquent for a period in excess of twenty (20) days under Article XII, Section 4 of these By-Laws, in dues, charges and assessments made under Article XII, Sections 1, 2 and 3 of these By-Laws, shall be deemed to be not in good standing; provided, however, no Member or Membership shall be deemed to be not in good standing until that Member or Membership has been advised, in writing, of the delinquency in excess of twenty (20) days and has been given a period of not less than ten (10) days to cure the delinquency by payment in full of all outstanding dues, charges and assessments. A Member or Membership not in good standing shall not be counted toward a quorum of the Membership, nor shall such a Member or Membership have the right to exercise a vote on any matter, until the delinquency is cured in full. If the Member not in good standing is a Director, such a Director shall not be counted toward a quorum of the Board of Directors, nor shall such a Director have the right to exercise a vote on any Board matter, until the delinquency is cured in full. 1. Number and Qualifications ARTICLE V BOARD OF DIRECTORS The Board of Directors will be responsible for the administration of the Club and will have the exclusive authority to approve and accept Members, set annual dues, fees and charges, including but not limited to golf cart fees, trail fees, locker fees, storage fees and food and beverage minimums, establish the Rules and Regulations and, in general, control the management and affairs of the Club in accordance with the terms and conditions of the Documents. The number of Directors shall be fifteen (15) and all must be voting Members of the Club in good standing at the time of their election. 2. Candidates All Members in good standing may submit candidacy nominations on forms provided by the Club up to forty-two (42) days prior to the date of the designated candidates' presentation nd program meeting, which is held the second (2 ) Monday in March. They must be received by the Club no later than twenty (20) days prior to the presentation program meeting to be valid. These names shall be posted prominently in the Clubhouse and mailed, with appropriate collateral material, to the Membership no later than seven (7) days prior to the candidates' presentation meeting. 3. Elections A. There shall be no cumulative voting and no pre-emptive rights. 3

8 B. Voting shall be either in person or by proxy. When a Proxy is to be utilized, a completed limited proxy, with the Member's choices and consistent with the voting instructions provided by the Club, shall be mailed or otherwise delivered to the Secretary of the Board of Directors who shall then vote each limited proxy based on the Member's written preferences. C. Only the Members of the Club in good standing shall elect Members of the Board of Directors. D. The Board shall consist of fifteen (15) Members, five (5) to be elected annually, each to serve for a three (3) year term to replace the Directors whose terms are expiring. Directors may serve no more than two (2) consecutive three (3) year terms, becoming eligible again after a lapse of one (1) year. However, a Replacement Director (defined below) who has served less than one (1) full year can further serve for two (2) consecutive three (3) year terms. E. In order to fill a vacancy on the Board, which has occurred for any reason, prior to the expiration of the term for which the original Director was elected, the Board shall select a replacement, by majority vote, for the remainder of that Board year only. At the next general election, a Membership vote will elect a Replacement Director to fill the remaining term of office for that position. F. The number of candidates required to fill the vacancies on the Board (Replacement as well as new Directors) receiving the highest number of votes in the election of the Members shall be declared elected. The candidates shall be ranked in order based upon number of votes received; those receiving the highest number of votes shall be seated as new Directors and those receiving the least shall be seated as Replacement Directors. In the event of a tie, the Board shall determine the method of resolving the election, which may include in the discretion of the Board a run-off election. Directors elected to fill the unexpired term of previously-seated Directors ( Replacement Directors ) shall only serve the unexpired portion of the term for which the original Directors were elected remaining from the date of the Replacement Directors' election. No Director whose term has expired within the past year is eligible to serve as a Replacement Director. ARTICLE VI MEETINGS OF BOARD OF DIRECTORS 1. Annual Organizational Meeting Each year the Board of Directors shall hold its annual organizational meeting to elect officers. The annual organizational meeting shall be held within ten (10) days after the certification of the new Board. 2. Quorum A majority of the Board of Directors in good standing shall constitute a quorum at any meeting for the transaction of business. 4

9 3. Meetings and Notice The Board of Directors shall have a minimum of six (6) regular meetings in each year at such times as the Board of Directors shall determine. Except in an emergency, at least forty eight (48) hours' notice of each regular and special meeting of the Board of Directors shall be provided to each Director by posting, hand delivery, or . Notice of any special meeting shall include an agenda or description of the purpose of the meeting and the matter or matters to be discussed. 1. Management of the Club ARTICLE VII POWERS OF THE BOARD OF DIRECTORS The Board of Directors shall exercise all powers of the Club and do all acts and things necessary to carry out the purposes of the Club. 2. Duties and Powers The Board of Directors shall: A. elect the officers of the Club; B. appoint committees and assign duties; C. fill vacancies on the Board of Directors due to death, resignation, inability to perform duties or otherwise, until the next election of Directors by the Members; D. appoint managers and other employees and delegate such authority as is considered necessary for the proper operation and management of the Club; E. adopt, alter, amend or repeal the Rules and Regulations of the Club governing use of the Club and all its facilities by Members and their guests; F. determine the amount of dues, fees, food and beverage minimums, if any, and other charges; G. have the power to replace any Director who shall fail without good cause to attend fifty percent (50%) of the regular Board meetings in any one (1) fiscal year; or, if good cause is shown for such absences, who shall fail to attend two thirds (2/3) of the regular Board meetings in any one (1) fiscal year; H. have the power to expend funds to the extent of the amount in the Club's treasury or owing to the Club; to make contracts, borrow money and incur indebtedness for reasonable, appropriate and necessary operations of the Club; and to cause promissory notes, bonds, mortgages or other evidences of indebtedness to be executed and issued; I. fix the purchase price for and terms for payment of any Membership; 5

10 J. prepare and adopt an annual budget for the Club; K. make assessments for operating and capital expenditures, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of such assessments, if any; provided, however, that subject to Article XII, Section 3 of these By-Laws, the assessment shall be equal for all Members; Facilities; L. provide for the operation, care, upkeep and maintenance of the Club M. designate, hire and dismiss the personnel necessary for the maintenance, operation, repair and replacement of the Club Facilities and, where appropriate, provide for the compensation for such personnel and for the purchase of equipment, supplies and materials to be used by such personnel in the performance of their duties; N. collect the assessments, dues and charges, depositing the proceeds thereof in a bank depository which it shall approve, and use the proceeds to administer the Club Facilities; O. make and amend the Rules and Regulations of the Club subject to the Articles and the By-Laws; required; P. open a bank account on behalf of the Club and designate the signatories Q. make or contract for the making of repairs, additions and improvements to or alterations of the Club Facilities after damage or destruction by fire or other casualty; R. enforce by legal means the provisions of the Documents and bring any proceedings which may be instituted on behalf of or against the Members concerning the Club Facilities; S. obtain and carry insurance against casualties and liabilities and paying the premium costs thereof; T. pay the costs of all services rendered to the Club or its Members which are not chargeable directly to specific Members; U. keep books with detailed accounts of the receipts and expenditures affecting the Club Facilities and their administration, and specify the maintenance and repair expenses and other expenses incurred; V. make available to any prospective purchaser of a Membership, current copies of the Documents; and W. act on an emergency basis when necessary to protect the assets of the Club, and/or the health, safety and welfare of the Members. 6

11 3. Issuance of Memberships The Board of Directors shall have sole authority to issue, suspend, eliminate or transfer Memberships and shall have a Membership Certificate prepared in form and content consistent with the provisions of the Articles of Incorporation and these By-Laws of the Club. 4. Compensation No Director shall receive a salary or any other compensation whatsoever, but shall be entitled to reimbursement for all expenses reasonably incurred in performing any duties pursuant to these By Laws. 5. Powers of the Board; Interpretation of Documents The Board of Directors shall have the corporate power to generally do everything permitted for not-for-profit corporations by law, statute, the Articles of Incorporation and these By-Laws, and to determine the interpretation or construction of the Documents, or any parts thereof, which may be in conflict or of doubtful meaning, and their decision shall be final and conclusive. 6. Action Without Meetings Any action which may be taken by the Board of Directors, or any committee thereof, may be taken without a meeting if consent in writing setting forth the action to be taken, signed by all of the Directors, or all of the members of the committee, as the case may be, is filed in the minutes of the proceedings of the Board of Directors or of the committee. Such consent shall have the effect of a unanimous vote. ARTICLE VIII OFFICERS The Board of Directors at its annual organizational meeting shall elect a President, a Vice President, a Treasurer and a Secretary, and such other officers as the Board of Directors from time to time determines appropriate, to serve for the term of one (1) year and no more than two (2) consecutive years without a two (2) year hiatus between consecutive terms. 1. President ARTICLE IX DUTIES OF OFFICERS The President shall preside at all meetings of the Members and the Directors and enforce observance of the provisions of these By-Laws and all Rules and Regulations of the Club. The President may call special meetings of the Board of Directors, shall be an ex-officio member of all committees and is empowered to execute all papers and documents requiring execution in the name of the Club. 7

12 2. Vice President In the absence or disability of the President, the Vice President shall perform and carry out all duties and responsibilities of the President. The Vice President shall be an ex-officio member of all committees. 3. Secretary The Secretary shall keep records and minutes of all Board of Directors and Membership meetings, and the Secretary shall be responsible for giving all required notices of such meetings. The Secretary shall have custody of the Seal of the Club and all Membership records shall be kept under the Secretary's supervision. 4. Treasurer The Treasurer shall be Chairman of the Finance Committee. The Treasurer shall cause to be collected, held and disbursed, under the direction of the Board of Directors, all monies of the Club, and it shall be the Treasurer's duty to collect monies due the Club from the issuance of Memberships, dues and charges of Members of the Club, and all amounts due from others. The Treasurer shall keep or cause to be kept regular books of account and all financial records of the Club, and shall prepare budgets and financial statements, when and in the form requested by the Board of Directors. The Treasurer shall deposit or cause to be deposited all monies of the Club in an account or accounts in the Club's name, in the bank or other depositories designated by the Board of Directors. 5. Duties of Officers Any officer may be given additional assignments and duties by the Board of Directors. 6. Removal From Office Any officer may be removed from office, with or without cause, by a two-thirds (2/3) vote of the Members of the Board of Directors. 1. Standing Committees ARTICLE X COMMITTEES A. Each year the President, subject to the approval of the Board of Directors, shall designate the Chairperson, Co-Chairperson and Vice Chairperson (who shall all be Directors in good standing) of each of the following committees: Finance, Audit, House, Golf, Green, Tennis, Entertainment, Grievance, Property, Legal and Communications. The Chairperson so designated shall in turn designate the members of said committees. B. The Executive Committee shall consist of the President as Chairperson, the Vice President, the Secretary, the Treasurer and, in addition, one (1) Member of the Board of 8

13 Directors elected by the Board of Directors at the annual organizational meeting. The Executive Committee shall have the powers of the Board of Directors during the interval between Board meetings on an emergency basis when a majority of the Board of Directors cannot convene. The Executive Committee will report any actions back to the balance of the Board of Directors as soon as possible. A quorum shall be a majority of the members of the Committee. Actions and resolutions shall require unanimous approval of the members present. C. The Finance Committee shall consist of the Treasurer and other Members as needed to support the work of the committee. The Finance Committee shall in general review and make recommendations on all matters pertaining to the Club's finances, including, but not limited to, the placing of insurance, the filing of tax returns, the payment of taxes, the preparation of the annual operating budget, the preparation of the current reports for the Board of Directors on the Club's financial condition and the issuance to voting Members of a condensed quarterly operating statement. The account books and vouchers shall at all times be open to the inspection of any Member of the Board of Directors. D. The Audit Committee shall function independently with Management and the Club's outside auditor to provide the Board, or any Member of the Club when proper purpose is shown, with appropriate information on a need-to-know and up-to-date basis. The Audit Committee is authorized to consider matters related to the annual independent audit process, including recommending the engagement of and receiving all reports from the independent certified public accountants. The Audit Committee shall: (1) recommend to the Board of Directors the selection of the auditor; (2) review the audited financial statements and the management comment letter from the independent auditor; (3) provide audit oversight by meeting with the auditor before the audit fieldwork begins, after fieldwork concludes and after the audited financial statements are issued so that any issues and/or concerns can be discussed openly with someone other than management; and (4) periodically review and assess internal controls. In order to enhance the level of independence of the audit function, the Chairperson shall designate one or several non-director Members to be on the Audit Committee; provided, however, members of the Audit Committee should have knowledge of financial reports and a basic familiarity with generally accepted accounting principles and auditing standards. E. Each of the following Committees, subject to the approval of the Board of Directors, shall formulate programs and submit them with recommendations to the Board of Directors for approval. The officers of the Club shall have control of the execution of such programs and recommendations as are approved by the Board. The Committees shall act only as consultants and advisors to the Board of Directors and officers. (1) House Committee. The House Committee shall advise the Board of Directors on matters concerning the operations of the clubhouse and shall advise on all food and beverage operations. (2) Golf Committee. The Golf Committee shall advise the Board of Directors on the scope of golf activities, such as: (i) the operation of the Golf Pro Shop and golf carts; (ii) the promulgation of playing rules for Members and their guests; (iii) the programming of golfing events for Members and their guests; and (iv) the maintenance of Members' 9

14 handicaps. United States Golf Association rules and regulations shall govern all golf play except where superseded by local rules. (3) Green Committee. The Green Committee shall advise the Board of Directors on matters concerning the scope of the Green Superintendent's operations and the maintenance of the golf courses, roads, facilities and equipment used in connection therewith. (4) Tennis Committee. The Tennis Committee shall advise the Board of Directors on matters concerning the scope of tennis activities such as: (i) the operation of the Tennis Pro Shop; and (ii) the promulgation of playing rules for Members and their guests. The Committee shall advise the Board of Directors on the condition of and make recommendations concerning tennis courts and related equipment and facilities. (5) Entertainment Committee. The Entertainment Committee shall advise the Board of Directors on matters concerning the social activities and entertainment of Members and their guests. It shall coordinate all such activities having to do with the clubhouses or food and beverage service with the House Committee. (6) Grievance Committee. The Grievance Committee shall be constituted according to, and shall follow the procedures provided in, the Grievance section of the Rules and Regulations. (7) Property Committee. The Property Committee shall advise the Board of Directors on matters concerning the maintenance and repair of all buildings, both exterior and interior, the supervision of all building construction and the maintenance, repair and supervision of all water and electrical lines and the facilities and equipment used in connection therewith, except those directly related to and concerning the maintenance or repair of the golf courses. The trees, lawn, garden and shrubbery area of the Club's grounds which are not within the scope of the Green Committee and the maintenance, repair and construction of wells, water tanks, pumps, fences and parking lots shall come under the jurisdiction of the Property Committee. (8) Legal Committee. The Legal Committee shall be charged, generally, with all matters of a legal nature pertaining to the Club. 2. Ad Hoc Committees The President, subject to the approval of the Board of Directors, may, from time to time, appoint such Ad Hoc Committees, with such powers and composition as the President, with such approval, shall determine. 3. Powers of Committees The several Committees shall act only as a committee and the individual members thereof shall have no power or authority. The Chairperson of each Committee may appoint from the members of such Committee such sub-committees as he or she deems desirable. Such subcommittees shall report directly to the Committee as a whole, which shall approve, amend or 10

15 disapprove the report of the sub-committee. Committees shall act by the vote of the majority of the committee members. 4. Terms of Committee Chairmen and Committee Members The term of a Director as a Committee Chairperson may not exceed three (3) successive years on any one (1) committee. The term of the other members of a Committee may not exceed three (3) successive years on any one (1) Committee, with the exception of the Finance, Audit and Legal Committees. The term of members of the Finance and Audit Committees may not exceed six (6) successive years on such Committees. Directors may again serve as Committee Chairpersons, and Directors and other Members may again serve as members of a Committee, after a lapse of one (1) year. The term of a member of a Committee may be terminated at any time by the President with the approval of the Board of Directors. ARTICLE XI MEMBERSHIPS A Member may not surrender his or her Membership in the Club except in connection with the sale of his or her Unit as more specifically set forth in the Documents. MEMBERSHIPS ARE BEING OFFERED FOR THE PURPOSE OF PERMITTING PERSONS ACQUIRING A MEMBERSHIP TO OBTAIN RECREATIONAL USE OF THE CLUB FACILITIES. MEMBERSHIPS SHOULD NOT BE VIEWED AS AN INVESTMENT AND NO PERSON PURCHASING A MEMBERSHIP SHOULD EXPECT TO DERIVE ANY ECONOMIC PROFITS FROM THE MEMBERSHIP. Limits on the Use of Club Facilities. The right to use the Club Facilities will be available to the Members of the Club in good standing and their guests, on the terms and subject to the conditions set forth in the Documents. The terms upon which persons may apply for Memberships in the Club are described in the Documents. Nothing herein shall preclude the Club from renting Club Facilities at times and upon conditions deemed appropriate by the Board. Operation and Management of Club. The Club and the Club Facilities shall be operated and managed in accordance with the Articles of Incorporation, as amended from time to time, the By-Laws, as amended from time to time, and the Rules and Regulations of the Club, as the same may be amended from time to time (collectively, known as the Documents or the "Club Documents"). The golf tee time reservation process, titled "Wycliffe Golf and Country Club Tee Time Reservations is included in the Rules and Regulations. In the event of a conflict between or among the provisions of the Documents, the conflicting provisions shall be determined in the following order: first, the Articles; second, these By-Laws; third, the Rules and Regulations; and fourth, the Wycliffe Golf and Country Club Tee Time Reservations 1. Application Requirements Persons who desire or are required to apply for a Membership in the Club must comply with all of the following requirements: 11

16 A. Fully complete and execute the Application for Membership. B. Deliver or mail the completed and executed Application for Membership, and a check in U.S. funds for the amount required for the category of Membership selected to the following address: Wycliffe Golf and Country Club, Inc Wycliffe Country Club Blvd. Wellington, Florida Attn: Membership 2. Membership Purchase Price The required purchase price for a Membership in the Club shall be the purchase price in effect at the time the person applies for the Membership, pursuant to the Documents and as determined by the Board from time to time. The price of a particular category of Membership may be held for a purchaser of a Unit for a period of up to fifteen (15) days from the date of the execution of his or her real estate contract. 3. Categories of Memberships There shall be three (3) categories of Memberships offered to all owners of Units within Wycliffe ("Residents") and, as may be provided herein, to the general public who are non-unit owners of Wycliffe ("Non-Residents"). Upon payment of the appropriate purchase price for that category of Membership and compliance with the Documents, the Club shall issue a certificate of Membership (the "Certificate") for the category of Membership to the purchaser. The three (3) categories of Memberships are as follows: A. Platinum Membership ("Platinum Membership ): Entitles Members to full use of golf courses, the golf facilities, tennis courts, tennis facilities, pool, clubhouse, fitness facilities and all other social facilities of the Club with a number one computerized golf tee time priority rating. Platinum Members will not be charged green fees or court fees for use of the golf or tennis facilities, but will be required to pay golf cart fees or trail fees, locker fees, and other applicable fees, including green fees and court fees for guests. B. Gold Membership ("Gold Membership"): Entitles Members to the same rights of access to and use of the Club Facilities as a Platinum Member except that Gold Members shall have a number two computerized golf tee time priority rating, as more fully described in the Rules and Regulations, subject to the following limitation: (1) From November 15 through April 15 of the Membership year, no tee times will be available for Gold Members before 12:30 p.m. each week day; and (2) From November 15 through April 15 of the Membership year, no tee times will be available for Gold Members on weekends except at the sole discretion of the Board of Directors of the Club. 12

17 (3) Gold Members will not be charged green fees or court fees for their use of the golf or tennis facilities, but will be required to pay golf cart fees or trail fees, locker fees, and other applicable fees including green fees and court fees for guests. C. Silver Membership ( Silver Membership"): Entitles Members to full use of the tennis courts, tennis facilities, pool, clubhouse, fitness facilities and all other social facilities of the Club, and, in the sole discretion of the Board of Directors of the Club, golfing privileges from May 1 to October 31 upon payment of appropriate green fees (but with a computerized golf tee time priority behind Platinum and Gold Memberships). Silver Members will not be required to pay court fees. Silver Members will not have sign up privileges to reserve golf starting times unless the Board of Directors of the Club so approves from time to time in its sole discretion. Silver Members do not have the use of the driving range except when allowed golfing privileges by the Board of Directors or when taking golf lessons from a Club golf professional. D. In addition to these categories of Memberships, the Club reserves the right, in the sole discretion of the Board of Directors, to offer (on a limited non-equity, Non- Resident Member basis) "Annual Memberships" as part of the tennis, pool, fitness, spa and social activity program for use of the tennis facilities and Clubhouse only and the right to renew the one (1) pre-existing annual golf Membership only to the one (1) existing Member as provided in the Documents. The Club also reserves the right to create and offer to its Members a new category of Membership as provided in the Documents and upon approval by a majority of the Members present and voting at a meeting where a quorum has been established. E. Number of Memberships. The maximum number of Platinum Memberships shall be eight hundred eighteen (818), the maximum number of Gold Memberships shall be two hundred (200), and the maximum number of Silver Memberships shall be two hundred (200) (as used herein, the Platinum, Gold and Silver Memberships are collectively known as "Memberships"). As provided in the Documents, the Board may decrease the maximum number of Platinum Memberships and increase the number of Gold or Silver Memberships, by a like amount. In no event shall the Club issue more than eight hundred eighteen (818) Platinum Memberships. 4. Membership Rights and Limitations Upon payment of the required Membership purchase price and the appropriate annual dues and charges and by complying with the provisions of the Club Documents, the various classes of Members of the Club will obtain the rights of access to and use of the Club Facilities as set forth in Article VI, Paragraph 3 above, subject to the following: A. Reservation to Modify Privileges. In order to provide the utmost playing pleasure for all Members, the Club reserves the right, from time to time, to modify playing privileges, including guest privileges, for each category of Membership or to establish rules governing access and starting times with respect to the golf courses, the tennis courts and the other recreational facilities of the Club. The Club reserves the right to change or modify the tee and tennis time reservation system from time to time, provided that the Club may not change the 13

18 basic priority of categories of Memberships set forth under the Documents even though the Club does have the right to modify or change the computerized tee time system. B. Club Member's Guests. Members' guests will have the right to use the Club Facilities subject to the payment of the applicable daily guest fees and charges established by the Club from time to time and in compliance with the Rules and Regulations of the Club (i.e., including, but not limited to, limitations on the number of times a particular guest may use the golf and tennis facilities during a single Membership year). Silver Members are not allowed to use the golf facilities as a guest of a Platinum or Gold Member. (i) RESIDENTS (AND THEIR LESSEES) WHO ARE NOT MEMBERS OF THE CLUB ARE NOT PERMITTED TO USE THE CLUB FACILITIES AS GUESTS OF A MEMBER OF THE CLUB. C. Resident Leases. Members who lease their Unit in Wycliffe will have the right to designate the lessee of his or her Unit in Wycliffe as the beneficial user of his or her Membership, but this right shall be for no more than two (2) consecutive years for the same lessee and for no more than two (2) years in the same lessee's lifetime. In addition, no lessee shall be eligible for such a designation for more than a total of two (2) years, even if such a lessee leases from different Members. A lessee's application and appropriate fees for use privileges must be submitted to and be approved by the Club prior to the use of the Club Facilities by the lessee. While a lessee is designated as a beneficial user of a Membership, the Member is not entitled to the use privileges associated with such Membership during the term of the lease, but will retain all other rights, including without limitation the right to vote such Membership. A lessee or any person who has a beneficial interest in the lease shall be entitled to use the Club Facilities in accordance with the category of Membership of the Member, subject to the payment of such applicable use fees and charges, and in compliance with the Rules and Regulations and By-Laws, as established by the Club from time to time. The Member shall be responsible for the deportment of the lessee and for all charges incurred by the lessee which are not paid within the customary billing procedures of the Club. D. Upgrade of Memberships. Members (and not a designated lessee) will at all times have the right to upgrade to a higher category of Membership, if available. The right to upgrade is subject to the payment of the full purchase price as reflected in the annual equity dues and fees summary, and surrender of the Member's current Membership and Membership Certificate. Payment for such surrendered Certificate is provided in Article XI, Section 6, paragraph B herein. E. Multiple Unit Owner. If a person acquires two (2) or more Units in Wycliffe, the owner must apply for a Membership for each Unit. A Member will be responsible for payment of annual dues, charges and assessments with respect to each Membership and will not be entitled to any special privileges for multiple ownership of Membership. F. Membership Rights Upon Death of Member. Upon the death of a Member, the Membership automatically passes to the surviving spouse (if any) or designated heir; provided, however, the surviving spouse or designated heir must obtain title to the deceased member's Unit in Wycliffe. In the event that more than one (1) heir (other than husband and 14

19 wife) acquires the deceased Member's Unit or home, such heirs shall designate the party entitled to acquire the Membership by written notice to the Club; provided, however, the right to so designate is subject to the provisions of Article XI, Section 4, paragraph I below. G. Membership Rights Upon Separation or Divorce. In the event married Members are legally separated or divorced, title to the Membership Certificate issued in the name of either spouse, including all rights and benefits given to the holder thereof, shall vest in the spouse awarded the Unit in Wycliffe which includes the Membership or, in the spouse awarded the Membership Certificate by an agreement of separation or decree of the court. In the absence of a separation agreement or court decree, the rights and benefits shall vest in the registered owner of the Membership Certificate. Notwithstanding anything contained herein, there shall only be one family Membership per family. H. Family is defined, for purposes of the Documents, as a head of a household together with a spouse or designated companion, as defined by Club Documents, if any, and their unmarried children under the age of twenty-five (25) and residing at the Members Unit or attending school on a full time basis. If two unrelated adults reside together permanently, they may be considered a family under these documents. I. Corporate, Partnership or Other Entity Ownership. If a Membership is owned by a corporation, partnership, or other form of ownership, other than a natural person or husband and wife, the Membership shall be issued to the owner, and the owner shall designate, from time to time, but in no event more than two (2) times during any twelve-month period, the individual or family who shall have the right to use the Club Facilities as the Member, subject to: (A) the limitation that such a designee be a shareholder, partner, or beneficiary of the entity who owns or holds a material interest in such entity; (B) the reasonable approval of such designee by the Board of Directors; and (C) the payment of such fees as may be charged by the Club from time to time 5. Acknowledgment The applicant, by submitting an Application for Membership, and every other person upon becoming a Member, acknowledges receipt of the Club Documents and agrees to be bound by the terms and conditions of the Documents as they may be amended from time to time. Every Member irrevocably waives any present and prior rights in and to the use of the Club Facilities pursuant to a prior Membership, if any, and irrevocably agrees not to make any claims concerning the same, or the transfer of the Club Facilities to the Club, or with respect to, the Documents and agrees to be bound by the terms and conditions of the Documents as they may be amended from time to time. 6. Transfer of Membership Platinum, Gold and Silver Members are required to sell or otherwise transfer their Membership only to the Club. A Member in good standing who desires to transfer his or her Membership to the Club must give the Club a fifteen (15) day written notice: 15

20 A. Rights of Members Selling Their Units. A Member who sells his or her Unit in Wycliffe and desires to transfer his or her Membership to the purchaser of his or her Unit may arrange to surrender his or her Membership and have the Club repurchase his or her Membership and reissue the Membership Certificate to the subsequent purchaser of his or her Unit in Wycliffe, subject to the approval of the purchaser by the Club, in its sole discretion, and the payment of the required amounts by the purchaser of the Membership. Such approval shall not be unreasonably withheld. The purchase price shall be at the then current rate established in accordance herewith. For those Memberships in existence as of November 25, 2008 ( Effective Date ), ten percent (10%) of the purchase price shall be paid to the Club as a transfer fee. For those Memberships coming into existence after the Effective Date, the transfer fee shall be as determined by the Board of Directors from time to time. Upon the Club's repurchase of a Membership and reissuance of a Membership Certificate, the amount which the Club will pay to the Member who surrendered his or her Membership (the "Surrendered Member") will depend upon the category of Membership acquired by the subsequent purchaser of the Surrendered Member's Unit: (1) If the purchaser of the Surrendered Member's Unit acquires the same category of Membership as the Surrendered Member, the Club will pay to the Surrendered Member the purchase price then charged for such Membership for the Surrendered Member's category of Membership upon the sale of said surrendered Membership, less a transfer fee in effect on the date the equity was purchased; the foregoing shall be paid to the former Member only upon the sale to a subsequent purchaser of the former Member's original Membership. (2) If the purchaser of the Surrendered Member's Unit desires to acquire a higher or lower category of Membership, the purchaser may acquire such higher or lower category of Membership, if available, and the Club will pay to the former Member selling his or her Membership from the Pool (defined below), upon the sale of the higher or lower category of Membership, a percentage of the purchase price paid for the higher or lower category of Membership. The difference between the amount paid to the former Member and the purchase price then charged for the Membership shall be paid to the former Member upon the sale to a subsequent purchaser of that Membership, less a transfer fee equal to the amount in effect on the date the equity was originally purchased. The term Pool shall be defined as the Club s inventory of previously issued Club Memberships resulting from Club Member resignations or from changes in a Club Member s category of Membership. B. Surrendered Memberships and Changes in Levels of Membership. A Member may not surrender his or her Membership except in connection with the sale of his or her Unit as set forth herein or a change in the level of the equity. If the Membership is not transferred to the purchaser of the Member's Unit, as provided above, the Club shall thereafter have the right to sell the Membership in accordance with the Documents. The Memberships will be sold as follows: Three (3) Memberships from the Club's inventory from that category th (Platinum, Gold or Silver), and then every fourth (4 ) Membership from the resigned Members waiting list for that category. If no equity in a category of Membership is available from the Club's inventory in that category then the Membership will be drawn from the resigned Membership waiting list for that category of Membership. Similarly, if no equity in a category of Membership is available from the resigned Members waiting list in that category the Membership will be drawn from the Club's inventory. 16

21 (1) If a Member sells his or her Unit in Wycliffe and surrenders his or her Membership in the Club, and the Membership is not transferred to the purchaser of the Member's Unit as provided above, then the surrendered Membership will become part of the Pool and placed on a waiting list to be repurchased and reissued by the Club on a firstsurrendered, first-reissued basis. (2) EXCEPT AS SET FORTH IN ARTICLE XI, SECTION 6, PARAGRAPH (A)(1) ABOVE, THE MEMBER WHO SURRENDERS HIS OR HER MEMBERSHIP SHALL NOT RECEIVE ANY PAYMENT FOR THE SURRENDERED MEMBERSHIP UNTIL SUCH MEMBERSHIP IS (i) SOLD BY THE CLUB TO A THIRD PARTY, OR (ii) RETIRED BY THE CLUB, IN THE CLUB'S SOLE AND ABSOLUTE DISCRETION. (3) If a Club Member in good standing changes the level of Membership from a higher (e.g., Platinum) Membership to a lower (e.g., Silver) Membership, that Member shall not be required to pay all dues, charges and assessments charged to the higher Membership effective on the date of the transfer. The higher Membership shall be reissued by the Club as part of the Pool and such Membership shall be placed on a waiting list to be repurchased and reissued by the Club as set forth above. Members may only purchase a lower category Membership if the Club, in its sole discretion, determines such a Membership is available. If a lower category of Membership is available, it must be paid for simultaneously with its issuance. The Club will retain all remedies provided for non-payment of dues, charges and assessments. The Member purchasing a lower level of Membership shall be permitted use of the Club's facilities to the extent available to the lower Membership category. (4) Any amounts owed to the Club by a Member who surrenders his or her Membership will be deducted from the amount to be paid to the surrendered Member. C. With respect to homes in Wycliffe to which an equity is not or never has been attached, equities for those units shall be sold as determined under Section 6, paragraph B above. 7. Estate Planning Transfers Notwithstanding anything to the contrary herein, the transfer by a Member of his or her Membership Certificate for bona fide estate planning purposes to any entity in which the Member owns all or substantially all of the beneficial interests following the transfer shall be subject only to the provisions of this Section 7. Following said transfer, the transferred Membership shall thereupon be subject to all the provisions of these By-Laws, as same may be amended from time to time. The transfer may not take place unless the Membership to be transferred is current in all its financial obligations to the Club. The transfer must be for bona fide estate planning purposes, must consist of the transfer of the Wycliffe Unit together with the Membership Certificate, must provide that the transferor and the transferee shall be jointly and severally liable for all obligations to the Club of the transferred membership, and must be accompanied by an assignment agreement on a form provided by the Club which attests to the foregoing and sets forth the obligations of the transferor and transferee. 17

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